{"id":40265,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/pip-excess-plan-mattel-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"pip-excess-plan-mattel-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/pip-excess-plan-mattel-inc.html","title":{"rendered":"PIP Excess Plan &#8211; Mattel Inc."},"content":{"rendered":"<pre>\n                                 MATTEL, INC.\n\n                                PIP EXCESS PLAN\n\n \n \n                               TABLE OF CONTENTS\n\n\n\n                                                                      Page\n                                                                      ----\n                                                               \nSECTION 1.  GENERAL....................................................  1\n      1.1.    Purpose..................................................  1\n      1.2.    Enrollment Form..........................................  1\n\nSECTION 2.  DEFINITIONS................................................  1\n      2.1.    Account..................................................  1\n      2.2.    Administrator............................................  1\n      2.3.    Applicable Limitations...................................  1\n      2.4.    Beneficiary.............................................   1\n      2.5.    Board of Directors......................................   1\n      2.6.    Change in Control.......................................   2\n      2.7.    Code....................................................   2\n      2.8.    Combined Voting Power...................................   2\n      2.9.    Company.................................................   2\n      2.10.   Company Automatic Credits...............................   3\n      2.11.   Company Matching Credits................................   3\n      2.12.   Compensation............................................   3\n      2.13.   Deferrals...............................................   3\n      2.14.   Deferred Compensation Plan..............................   3\n      2.15.   Disability..............................................   3\n      2.16.   Effective Date..........................................   3\n      2.17.   Enrollment Form.........................................   3\n      2.18.   ERISA...................................................   3\n      2.19.   Exchange Act............................................   4\n      2.20.   Independent Plan Administrator..........................   4\n      2.21.   Investment Funds........................................   4\n      2.22.   Late Retirement Date....................................   4\n      2.23.   Normal Retirement Date..................................   4\n      2.24.   Participant.............................................   4\n      2.25.   Person..................................................   4\n      2.26.   Personal Investment Plan................................   4\n      2.27.   Plan....................................................   4\n      2.28.   Plan Year...............................................   5\n      2.29.   Predecessor Plan........................................   5\n      2.30.   Severance...............................................   5\n      2.31.   Transaction.............................................   5\n      2.32.   Transfer Credits........................................   5\n      2.33.   Valuation Date..........................................   5\n      2.34.   Voting Securities.......................................   5\n\n                                      -i-\n\n \n \n\n<font size=\"2\">\n                                                                      Page\n                                                                      ----\n                                                             \n      2.35.    Year of Service.........................................  5\n\nSECTION 3.  PARTICIPATION..............................................  5\n      3.1.     Eligibility.............................................  5\n      3.2.     Deferral Election.......................................  6\n      3.3.     Time and Manner of Election.............................  6\n      3.4.     Change of Election......................................  6\n      3.5.     Investment Funds - Election and Change..................  6\n\nSECTION 4.  ACCOUNTS...................................................  7\n      4.1.     Establishment of Accounts...............................  7\n      4.2.     Accounting for Participant's Interests..................  7\n               (a)  Deferral Subaccount................................  7\n               (b)  Company Automatic Credits Subaccount...............  7\n               (c)  Company Matching Credits Subaccount................  8\n               (d)  Transfer Credits Subaccount........................  8\n               (e)  Adjustments to Subaccounts.........................  9\n      4.3.     Vesting of a Participant's Account......................  9\n\nSECTION 5.  BENEFITS...................................................  9\n      5.1.     Distribution of Participant's Account...................  9\n               (a)  Distribution Upon Severance........................  9\n               (b)  Distribution Upon Retirement.......................  9\n               (c)  Election of Optional Distribution Forms............ 10\n      5.2.     Withdrawals............................................. 10\n               (a)  Manner of Making Withdrawals....................... 10\n               (b)  Substantial Penalty................................ 10\n               (c)  Limitations on Withdrawals......................... 10\n      5.3.     Death Benefits.......................................... 10\n      5.4.     Acceleration of Distributions........................... 11\n\nSECTION 6.  BENEFITS UNFUNDED.......................................... 11\n      6.1.     Benefits Unfunded....................................... 11\n      6.2.     Grantor Trust........................................... 12\n\nSECTION 7.  THE ADMINISTRATOR.......................................... 12\n      7.1.     Members................................................. 12\n      7.2.     Action.................................................. 12\n      7.3.     Right and Duties........................................ 12\n      7.4.     Compensation, Indemnity and Liability................... 13\n      7.5.     Taxes................................................... 13\n\nSECTION 8.  CLAIMS PROCEDURE........................................... 13\n<\/font>\n\n\n                                     -ii-\n\n\n<font size=\"2\">\n                                                                      Page\n                                                                      ----\n                                                             \n      8.1.     Claims for Benefits..................................... 13\n      8.2.     Appeals................................................. 14\n\nSECTION 9.  AMENDMENT AND TERMINATION.................................. 14\n      9.1.     Amendments.............................................. 14\n      9.2.     Discontinuance of Plan.................................. 14\n\nSECTION 10.  MISCELLANEOUS............................................. 14\n      10.1.    Limitation on Participant's Rights...................... 14\n      10.2.    Other Plans............................................. 14\n      10.3.    Receipt or Release...................................... 15\n      10.4.    Governing Law........................................... 15\n      10.5.    Gender, Tense, and Headings............................. 15\n      10.6.    Successors and Assigns.................................. 15\n<\/font>\n\n                                     -iii-\n \n\n \n                                 MATTEL, INC.\n                                PIP EXCESS PLAN\n\n                              SECTION 1.  GENERAL\n\n          1.1    Purpose.  Mattel, Inc., a Delaware corporation, hereby adopts\n                 -------                                                      \nthe deferred compensation plan set forth below to provide Participants with a\nvehicle to make deferrals and provide benefits for their retirement in excess of\nthe Applicable Limitations under the Code applicable to the Personal Investment\nPlan (as defined below).  This Plan and the related Enrollment Form are intended\nto be an unfunded arrangement maintained by the Employer primarily for the\npurpose of providing deferred compensation for a select group of management or\nhighly compensated employees within the meaning of Sections 201, 301 and 401 of\nERISA.\n\n          1.2    Enrollment Form.  The specifications of this Plan that apply to\n                 ---------------                                                \nany Participant are contained in a separate Enrollment Form executed by the\nCompany and the Participant.  The Enrollment Form constitutes a part of this\nPlan and its terms are incorporated into the Plan.\n\n\n                            SECTION 2.  DEFINITIONS\n\n          2.1    Account.  The record maintained by the Administrator to\n                 -------                                                \ndetermine each Participant's interest under this Plan.  Such Account shall be\nreflected as a book reserve entry in the Company's accounting records.  Each\nParticipant's Account shall consist of a Participant Deferral Subaccount, a\nCompany Automatic Credit Subaccount, a Company Matching Credit Subaccount and a\nTransfer Credit Subaccount.  Each subaccount may be allocated among designated\nInvestment Funds offered by the Administrator.\n\n          2.2    Administrator.  The person, persons or entity appointed by the\n                 -------------                                                 \nBoard of Directors pursuant to Article 7 to manage and administer the Plan.\n\n          2.3    Applicable Limitations.  The provisions of Code Sections\n                 ----------------------                                  \n415(c), 401(a)(17), 401(k)(3) and 401(m) that limit the amount of deferrals and\ncontributions that can be allocated to accounts of participants under the\nPersonal Investment Plan.\n\n          2.4    Beneficiary.  The person or persons (natural or otherwise)\n                 -----------                                               \ndesignated by a Participant in accordance with Section 5.3 to receive any\nundistributed benefits under the Plan at the time of the Participant's death.\n\n           2.5   Board of Directors.  The Board of Directors of the Company.\n                 ------------------                                         \n\n \n \n           2.6   Change in Control.  A 'Change in Control' shall be deemed to\n                 -----------------                                           \nhave occurred on:\n\n          (a)  The 'Distribution Date' as that term is defined in Section 1(h)\nof the Company's Rights Agreement dated February 7, 1992, as it may be amended\nfrom time to time.  The definition of 'Distribution Date' contained in the\nCompany's Rights Agreement shall continue to apply, notwithstanding the\nexpiration or termination of that agreement; or\n\n          (b)  The date (during any period of two consecutive calendar years)\nthat individuals who at the beginning of such period constituted the Company's\nBoard of Directors cease for any reason (other than natural causes, including\ndeath, disability or retirement) to constitute a majority thereof; or\n\n          (c) The date the stockholders of the Company approve:\n\n              (1)  A plan of complete liquidation of the Company;\n\n              (2)  An agreement for the sale or disposition of all or\nsubstantially all of the assets of the Company; or\n\n              (3) A merger, consolidation, or reorganization of the Company with\nor involving any other corporation, other than a merger, consolidation, or\nreorganization that would result in the voting stock of the Company outstanding\nimmediately prior thereto continuing to represent (either by remaining\noutstanding or by being converted into voting stock of the surviving entity) at\nleast eighty percent (80%) of the combined voting power of the stock that is\noutstanding immediately after the merger, consolidation, or reorganization,\nunless the Board of Directors of the Company determines by a majority vote prior\nto the merger, consolidation, or reorganization that no Change in Control will\noccur as a result of such transaction; or\n\n          (d) The date a 'Change in Control' occurs within the meaning of the\nterm defined in the grantor trust agreement established under Section 6.2\nhereof.\n\n           2.7   Code.  The Internal Revenue Code of 1986, as amended from time\n                 ----                                                          \nto time, or any successor statute.\n\n          2.8    Combined Voting Power.  The aggregate votes entitled to be cast\n                 ---------------------                                          \ngenerally in the election of directors of a corporation by holders of then\noutstanding Voting Securities of such corporation.\n\n           2.9   Company.  Mattel, Inc., a Delaware corporation.\n                 -------                                        \n\n                                      -2-\n\n \n \n          2.10   Company Automatic Credits.  The amount credited to the\n                 -------------------------                             \nParticipant's Account by the Company pursuant to the terms of Section 4.2(b)\nwithout regard to the Participant's Deferrals.\n\n          2.11   Company Matching Credits.  The amount credited to the\n                 ------------------------                             \nParticipant's Account by the Company pursuant to Section 4.2(c), based on the\namount of the Participant's Deferrals under this Plan.\n\n          2.12   Compensation.  The gross amount of a Participant's base salary\n                 ------------                                                  \nthat is regularly scheduled to be paid to the Participant at specified intervals\nduring any Plan Year, including amounts attributable to base salary deferred to\nthis Plan, the Personal Investment Plan, or the Deferred Compensation Plan that,\nabsent the election to defer, would have been payable to the Participant during\nsuch Plan Year and including salary reduction amounts excluded from income under\nSections 125 and 129 of the Code.  Compensation shall also include short-term\ndisability payments from the Company until the earlier of a Participant's\nqualification for long-term disability benefits, Severance, or the end of the\nsix-month period after the Participant's Disability commences.  Short-term and\nlong-term incentive bonuses are excluded from the definition of Compensation.\n\n          2.13   Deferrals.  The amount credited to the Participant's Account to\n                 ---------                                                      \nreflect his interest in the Plan attributable to his elective deferrals of\nCompensation.\n\n          2.14   Deferred Compensation Plan.  The Mattel, Inc. Deferred\n                 --------------------------                            \nCompensation Plan, as amended from time to time.  The Deferred Compensation Plan\nis a separate unfunded nonqualified deferred compensation plan.\n\n          2.15   Disability.  Unless otherwise defined in a disability plan or\n                 ----------                                                   \ninsurance policy sponsored by the Company and covering the Participant, the\ninability of the Participant to perform his usual duties for the Company for an\nextended period by reason of mental or physical illness or injury.  The\nAdministrator may rely on the payment of benefits under any such disability plan\nor insurance policy as a determination of the Participant's Disability for\npurposes of this Plan.  If the Participant is not covered by any such disability\nplan or insurance policy, the Administrator shall determine the Participant's\nDisability after receiving competent medical advice using nondiscriminatory\nstandards.\n\n           2.16  Effective Date.  The Effective Date of this Plan shall be\n                 --------------                                           \nJanuary 1, 1994.\n\n          2.17   Enrollment Form.  The form executed by the Company and the\n                 ---------------                                           \nParticipant which sets forth the Participant's Deferral elections and other\nspecifications of this Plan applicable to the Participant.\n\n           2.18  ERISA.  The Employee Retirement Income Security Act of 1974, as\n                 -----                                                          \namended from time to time, or any successor statute.\n\n                                      -3-\n\n \n           2.19  Exchange Act.  The Securities Exchange Act of 1934, as amended\n                 ------------                                                  \nfrom time to time, or any successor statute.\n\n\n          2.20   Independent Plan Administrator.  A person, persons or entity\n                 ------------------------------                              \nwhich, prior to a Change in Control has accepted in writing the position of\nIndependent Plan Administrator under the grantor trust agreement established\nunder Section 6.2 hereof.  The appointment of the Independent Plan Administrator\nshall be determined under the provisions of the grantor trust agreement\nestablished under Section 6.2 hereof.\n\n          2.21   Investment Funds.  The mutual funds, insurance policies,\n                 ----------------                                        \ninvestment indexes or other measures of performance identified by the\nAdministrator which shall be used to determine the return increments to be\ncredited to each Participant's Account.  The Investment Funds may be changed by\nthe Plan Administrator, in its sole discretion, from time to time.\n\n          2.22  Late Retirement Date.  A Severance after the Normal Retirement\n                --------------------                                          \nDate.\n\n          2.23   Normal Retirement Date.  The later of the date upon which a\n                 ----------------------                                     \nParticipant attains age 55 and completes five Years of Service.\n\n          2.24   Participant.  A key management or highly compensated employee\n                 -----------                                                  \nof the Company or any participating affiliate that is a participating company as\ndefined under the Personal Investment Plan who is employed as a Vice-President\nor higher employee classification who either completes an Enrollment Form or is\ncredited with allocations to his Account and has not received a complete\ndistribution of the amounts credited to his Account.\n\n          2.25   Person.  Any individual, entity (including, without limitation,\n                 ------                                                         \nany corporation, partnership, trust, joint venture, association or governmental\nbody) or group (as defined in (S) 14(d)(3) or (S) 15(d)(2) of the Exchange Act\nand the rules and regulations thereunder); provided, however, that Person shall\nnot include the Company, any of its subsidiaries, or any employee benefit plan\nof the Company or any of its majority-owned subsidiaries or any entity\norganized, appointed or established by the Company or such subsidiary for or\npursuant to the terms of any such plan.\n\n          2.26   Personal Investment Plan.  The Mattel, Inc. Personal Investment\n                 ------------------------                                       \nPlan, as amended from time to time.  The Personal Investment Plan is a separate\ntax-qualified retirement plan and trust with a cash or deferred feature that\nsatisfies the requirements of Code Sections 401(a), 401(k) and 501(a).\n\n          2.27   Plan.  The Mattel, Inc. PIP Excess Plan as described herein and\n                 ----                                                           \nin the Enrollment Form entered into between the Company and the Participant\ndesignated therein, as such Plan and Enrollment Form may hereafter be amended.\n\n\n                                      -4-\n\n \n \n          2.28   Plan Year.  The period with respect to which the records of the\n                 ---------                                                      \nPlan are maintained which shall be the twelve consecutive month period ending\nDecember 31.\n\n          2.29   Predecessor Plan.  The Mattel, Inc. Personal Investment Plan\n                 ----------------                                            \nRestoration Plan\/Executive Deferred Compensation Plan, an unfunded,\nnonqualified, deferred compensation plan maintained by the Company prior to the\nEffective Date of this Plan.\n\n          2.30   Severance.  A Participant's voluntary or involuntary\n                 ---------                                           \ntermination of employment with the Company for any reason at any time.\n\n          2.31   Transaction.  Any merger, consolidation or recapitalization of\n                 -----------                                                   \nthe Company (or, if the capital stock of the Company is affected, any subsidiary\nof the Company); or any sale, lease, or other transfer (in one transaction or a\nseries of transactions contemplated or arranged by any party as a single plan)\nof all or substantially all of the assets of the Company.\n\n          2.32   Transfer Credits.  The amount of deferred compensation credited\n                 ----------------                                               \nunder the Predecessor Plan that is automatically credited to this Plan, unless\nprior to the Effective Date, a one-time transitional election is made to defer\nsuch amounts under the terms of the Deferred Compensation Plan.\n\n          2.33   Valuation Date.  The last day of each month within the Plan\n                 --------------                                             \nYear and such other dates as may be determined by the Administrator for valuing\nParticipant Accounts.\n\n          2.34   Voting Securities.  All securities of a corporation having the\n                 -----------------                                             \nright under ordinary circumstances to vote in an election of the board of\ndirectors of such corporation.\n\n          2.35   Year of Service.  A period of service during which the\n                 ---------------                                       \nParticipant is credited with a year of service under the terms of the Personal\nInvestment Plan.\n\n\n                           SECTION 3.  PARTICIPATION\n\n          3.1    Eligibility.  Any management or highly compensated employee\n                 -----------                                                \nemployed as a Vice-President or higher position classification shall be eligible\nto participate upon the execution of an Enrollment Form under this Plan or the\nDeferred Compensation Plan. For each Plan Year, the Enrollment Form shall\nspecify the amount of the Participants's Deferral election.  Employees who were\nparticipants in the Predecessor Plan also shall be eligible to participate in\nthis Plan if Transfer Credits are credited to the Participant's Account under\nthis Plan.  An eligible employee shall become a Participant when amounts are\ncredited to his Account.\n\n\n                                      -5-\n\n \n \n          3.2    Deferral Election.  Each Participant may elect to defer any\n                 -----------------                                          \namount or percentage of his Compensation, up to a maximum of 15% of\nCompensation, in the manner prescribed by Section 3.3.  The Deferral election\nshall apply to each item of Compensation that cannot be deferred to the Personal\nInvestment Plan because of Applicable Limitations under the Code and that would\nbe received (absent the Deferral election) by the Participant during the Plan\nYear for which the election is effective.  Any amount of Compensation deferred\nhereunder by a Participant shall be allocated to the Participant's Deferral\nSubaccount.\n\n          3.3    Time and Manner of Election.  When a Participant of the Company\n                 ---------------------------                                    \nfirst becomes eligible to participate in the Plan, he may enter into an\nEnrollment Form and make a prospective election to defer Compensation at any\ntime within 30 days after the date on which he becomes eligible.  However, such\nelection must be made prior to the period of service for which the Compensation\nsubject to the deferral election would otherwise be payable.  Any subsequent\ndeferral election by the Participant must be made not later than 10 days prior\nto the beginning of the Plan Year for which the Compensation subject to the\ndeferral election would otherwise be payable.  An election to defer Compensation\nmust be made in writing on an Enrollment Form and must be filed with the Plan\nAdministrator.  The Enrollment Form must specify the percentage or dollar amount\nof Compensation to be deferred.  If an Eligible Employee fails to file an\nEnrollment Form with the Plan Administrator by the prescribed time, he will be\ndeemed to have elected to not defer any Compensation under this Plan.  Except as\nprovided in Section 3.4 of this Plan, a Participant may not discontinue his\nelection to participate or change the percentage of Compensation for a Year for\nwhich he elects to defer after the applicable date for making elections\nspecified herein.\n\n          3.4    Change of Election.  Upon written notice to the Administrator\n                 ------------------                                           \ndelivered not less than ten days prior to the beginning of the period of service\nin which the Participant's Compensation cannot be deferred to the Personal\nInvestment Plan because of Applicable Limitations under the Code, a Participant\nmay increase, decrease, or discontinue his existing Deferral election for the\nPlan Year.  Absent any such election change, the Participant's existing Deferral\nelection shall continue in effect for subsequent Plan Years.  In addition, a\nParticipant may at any time terminate an election and discontinue future\nDeferrals of Compensation under this Plan in a Plan Year by providing written\nnotice to the Administrator not less than ten days prior to the start of the\nnext period of service for which Compensation will be payable.  In such event,\nCompensation earned for services subsequent to such termination will be paid\ndirectly to the Participant and will not be subject to his prior Deferral\nelection.  A Participant who elects to discontinue Deferrals under the Plan for\na Plan Year may not recommence Deferrals under the Plan until the following Plan\nYear, at which time a new Enrollment Form must be completed.\n\n          3.5    Investment Funds - Election and Change.  When a Participant\n                 --------------------------------------                     \nenters into an Election Form to defer Compensation in the manner prescribed by\nSection 3.3, the Participant shall specify on the Enrollment Form, in the manner\nindicated on the Enrollment Form, the allocation of the Participant's deferred\namounts among the designated Investment \n\n                                     -6-\n\n \n \nFunds. A Participant can elect to change the Investment Fund allocation of the\nParticipant's Accounts or subaccounts once each year (including inter-fund\ntransfers of previously deferred amounts), in the manner and at the time\nspecified by the Administrator; provided, however, that no part of the amounts\npreviously credited to an Investment Fund that is a Stock Equivalent Account may\nbe transferred to any other Investment Fund. Such change, if timely, shall be\neffective with respect to amounts deferred for the next period of service for\nwhich Compensation will be payable following the period of service in which such\nelection is received and thereafter. For purposes of this Section a 'Stock\nEquivalent Account' is an Investment Fund that is credited with the hypothetical\npurchase of whole shares of the Company's common stock, par value $1.00 per\nshare (the 'Common Stock'). Any amounts credited or allocated to an Investment\nFund that is a Stock Equivalent Account will be distributed in the form of\nCommon Stock. In no event shall the Company be required to issue fractional\nshares in connection with a distribution of a Participant's Stock Equivalent\nAccount. The value of fractional hypothetical shares of Common Stock shall be\ndistributed in cash. The Plan Administrator may determine at any time in its\nsole discretion that no additional deferred amounts shall be credited to a Stock\nEquivalent Account for any Participant. In the event all Stock Equivalent\nAccounts are frozen, the Plan Administrator my permit any affected Participant\nto change his Investment Fund allocation with respect to additional deferred\namounts.\n\n\n                              SECTION 4.  ACCOUNTS\n\n          4.1    Establishment of Accounts.  The Plan Administrator shall open\n                 -------------------------                                    \nand maintain an Account for each Participant.  Separate records shall be\nmaintained of each Participant's Deferral Subaccount, Company Automatic Credits\nSubaccount, Company Matching Credits Subaccount and Transfer Credit Subaccount.\n\n           4.2   Accounting for Participant's Interests.\n                 -------------------------------------- \n\n          (a) Deferral Subaccount.  Each Participant's Deferral Subaccount shall\n              -------------------                                               \nbe credited with the amounts of Compensation deferred by the Participant\npursuant to the Deferral election specified in his Enrollment Form.  In\naddition, amounts of Compensation that the Participant elects to defer under the\nDeferred Compensation Plan will automatically be treated as Deferrals that are\ncredited under and subject to the terms and conditions of this Plan to the\nextent required to obtain the maximum Company Matching Credit under Section\n4.2(c); provided, however, that an employee who elects to defer Compensation\nunder the terms of the Deferred Compensation Plan may elect, according to the\nterms of the Deferred Compensation Plan, that the Compensation deferred under\nthe Deferred Compensation Plan, in whole or in part, shall not be treated as\nDeferrals under this Plan.  Deferrals will be credited at the time such amounts\nwould otherwise be payable to the Participant.  The Deferral Subaccount shall\nalso be credited with the adjustments provided by Section 4.2(e) below.\n\n\n                                      -7-\n\n \n \n          (b) Company Automatic Credits Subaccount.  On each Valuation Date, the\n              ------------------------------------                              \nCompany Automatic Credits Subaccount of each Participant shall be credited with\nthe Company Automatic Credit amount.  The Company Automatic Credit amount shall\nbe determined by subtracting the amount of the Company contribution allocated to\nthe Participant's Company contribution account under the Personal Investment\nPlan from the amount determined under the following schedule, according to the\n<font size=\"2\">Participant's attained age as of the preceding Valuation Date, as follows:\n\n            Participant's Age at             Percentage of\n            Last Valuation Date              Compensation\n            -------------------              ------------\n\n          20 1\/2 but less than 30 years         3%\n          30 but less than 40 years             4%\n          40 but less than 45 years             5%\n          45 but less than 50 years             6%\n          50 but less than 50 years             7%\n          55 years and older                    8%\n\n<\/font>The maximum Company Automatic Credit pursuant to this Section 4.2(b) shall be an\namount determined by the schedule above, reduced by Company contributions\nallocated to the Participant's Company contribution account under the Personal\nInvestment Plan.  The Company Automatic Credits Subaccount shall also be\ncredited with the adjustments provided by Section 4.2(e) below.\n\n          (c) Company Matching Credits Subaccount.  On each Valuation Date, the\n              -----------------------------------                              \nCompany Matching Credits Subaccount of each Participant shall be credited with\nthe Company Matching Credit amount determined by subtracting the amount of the\nCompany matching contributions allocated to the Participant's Company matching\naccount under the Personal Investment Plan from the amount which is the sum of\nthe amounts in (1) and (2) below:\n\n                    (1) An amount equal to 100% of Deferrals equal to the first\n          two percent (2%) of Compensation.\n\n                    (2) An amount equal to 50% of Deferrals equal to the next\n          four percent (4%) of Compensation.\n\nThe maximum Company Matching Credit pursuant to this Section 4.2(c) shall be an\namount equal to the sum of amounts in (1) and (2) above reduced by the Company\nmatching contributions allocated to the Participant's Company matching account\nunder the Personal Investment Plan.  The Company Matching Credit Subaccount\nshall also be credited with the adjustments provided by Section 4.2(e) below.\n\n\n                                      -8-\n\n \n          (d) Transfer Credits Subaccount. The Transfer Credits Subaccount shall\n              ---------------------------\nbe credited with all Transfer Credits attributable to the amount of any deferred\ncompensation credited under the Predecessor Plan, plus the adjustments provided\nby Section 4.2(e) below. Amounts attributable to the Predecessor Plan shall be\ntreated as Transfer Credits that will become subject to all the terms and\nconditions of this Plan, unless prior to the Effective Date, a one-time\ntransitional election is made to defer such amounts under the terms of the\nDeferred Compensation Plan. Such transitional election shall be made by\nexecuting a form prescribed by the Administrator.\n\n          (e) Adjustments to Subaccounts.  On each Valuation Date, each\n              --------------------------                               \nParticipant's designated Investment Fund subaccounts shall be increased (or\ndecreased) by an amount equal to the product of (1) the applicable rate of\nreturn of the designated Investment Funds and (2) the amount in the\nParticipant's Accounts attributable to each designated Investment Fund\nsubaccount as of the immediately preceding Valuation Date, reduced by any\ndistributions therefrom.\n\n          4.3    Vesting of a Participant's Account.  Except as provided by\n                 ----------------------------------                        \nSection 5.2, a Participant's interest in his Account at all times shall be 100%\nvested and nonforfeitable.\n\n\n                              SECTION 5.  BENEFITS\n\n           5.1   Distribution of Participant's Account.\n                 ------------------------------------- \n\n          (a) Distribution Upon Severance.  In the event the Participant has a\n              ---------------------------                                     \nSeverance for any reason, including death, Disability or retirement upon the\nParticipant's Normal Retirement Date or Late Retirement Date, except as provided\nin Section 5.1(b), the Plan Administrator shall pay the Participant the vested\namount of his Account under the Plan. The value of the Participant's Account\nshall be paid by the Company in a lump sum payment no later than March 30 of the\nPlan Year following the Participant's Severance.\n\n          (b) Distribution Upon Retirement.  A Participant who has a Severance\n              ----------------------------                                    \ndue to retirement upon the Participant's Normal Retirement Date or Late\nRetirement Date, shall be entitled to elect a distribution under one of the\nfollowing optional forms of distribution:\n\n                      (1) In a lump sum payment no later than March 30 of the\nPlan Year following the Participant's Severance;\n\n                      (2) In five (5) substantially equal annual installment\npayments commencing no later than March 30 of the Plan Year following the\nParticipant's Severance; or\n\n\n                                      -9-\n\n \n \n                  (3) In ten (10) substantially equal annual installment\npayments commencing no later than March 30 of the Plan Year following the\nParticipant's Severance.\n\n          (c) Election of Optional Distribution Forms.  The method of retirement\n              ---------------------------------------                           \ndistribution under Section 5.1(b) shall be selected by the Participant on the\ninitial Enrollment Form prescribed by the Administrator.  Once elected, the\nmethod of retirement distribution selected by the Participant on the initial\nEnrollment Form is irrevocable, except as provided herein.  If the method of\nretirement distribution selected by the Participant on the initial Enrollment\nForm is a lump sum payment described in Section 5.1(b)(1), the Participant may\nmake a one-time election to change the method of distribution to an installment\nmethod described in Section 5.1(b)(2) or Section 5.1(b)(3).  Such one-time\nelection may be made at any time that is not less than one year prior to the\nParticipant's Severance due to retirement upon the Participant's Normal\nRetirement Date or Late Retirement Date (a 'retirement Severance').  An election\nmade less than one year prior to such retirement Severance shall be void and\nshall not have any force or effect.  In such event, the Participant's Account\nwill be distributed as a lump sum payment pursuant to Section 5.1(b)(1).  In the\nevent that a Participant for any reason fails to select a method of distribution\non the initial Enrollment Form, the Participant shall be deemed to have selected\na lump sum payment.\n\n           5.2   Withdrawals.\n                 ----------- \n\n          (a) Manner of Making Withdrawals.  Upon reasonable notice, a\n              ----------------------------                            \nParticipant shall be permitted to withdraw at any time all or a portion of the\namount credited to his Account (less a substantial penalty) by filing a written\nrequest with the Plan Administrator specifying the amount to be withdrawn.\n\n          (b) Substantial Penalty.  Any withdrawal pursuant to this Section 5.2\n              -------------------                                              \nshall subject the Participant to a substantial penalty equal to at least six\npercent (6%) of the amount of the requested withdrawal.  The Administrator, upon\nreasonable notice to Participants, may change the penalty percentage to which\nwithdrawals are subject, provided such penalty shall never be less than six\npercent (6%).  The amount of any penalty shall be treated as a forfeiture and\nshall not be subject to reinstatement.  The Company and the Administrator shall\nbe released from any further liability for the withdrawn benefit amount and the\npenalty amount.  In addition, a Participant who makes a withdrawal shall not be\neligible to make additional Deferrals or to receive additional Company credits\nin this Plan during the Plan Year in which the withdrawal is made and the next\nfollowing Plan Year.\n\n          (c) Limitations on Withdrawals.  The Administrator may prescribe\n              --------------------------                                  \nnondiscriminatory rules and procedures limiting the frequency with which a\nParticipant may make a withdrawal under the Plan and the minimum amount a\nParticipant may withdraw on any single occasion.\n\n          5.3    Death Benefits.  In the event the Participant dies prior to a\n                 --------------                                               \nSeverance, the Company agrees to pay the amount due under Section 5.1 to the\nParticipant's designated \n\n                                     -10-\n\n \nBeneficiary no later than March 30 of the Plan Year following the Participant's\ndeath. If the Participant dies after Normal Retirement Date at a time when\ninstallment payments have commenced, the remaining installments will be paid to\nthe Participant's Beneficiary in a lump sum no later than March 30 of the year\nfollowing death. Such Death Benefit shall be payable to the Beneficiary\ndesignated by the Participant in a written Beneficiary designation filed with\nthe Company; or if no designation shall be in effect at the time of\nParticipant's death or if all designated Beneficiaries shall have predeceased\nthe Participant, then the Beneficiary shall be the following (in the priority of\nthe order listed):\n\n                 (a) The Participant's surviving spouse;\n\n                 (b) The Participant's surviving children, including adopted\nchildren;\n\n                 (c) The Participant's surviving parents; or\n\n                 (d)  The Participant's estate.\n\nThe determination by the Administrator as to which persons, if any, qualify\nwithin the foregoing categories shall be final and conclusive upon all persons.\nWritten consent of the Participant's spouse is required for the Participant's\ninitial or subsequent designation of a Beneficiary other than the Participant's\nspouse, unless the Participant establishes to the satisfaction of the\nAdministrator that such written consent cannot be obtained because there is no\nspouse, or because the spouse cannot be located.  The designation of Beneficiary\nand spousal consent shall be made in writing on the Enrollment Form and may be\nchanged at any time, without regard to the restrictions applicable to the timing\nand frequency of Deferral Elections.\n\n          5.4    Acceleration of Distributions.  If as a result of a failure by\n                 -----------------------------                                 \nthe Company to satisfy the terms of any covenant in one or more of its bank loan\nagreements, any lender exercises a right to accelerate any bank loan outstanding\nto the Company, the Administrator, in its sole discretion, may elect to\naccelerate payment of any or all Participant Accounts, without regard to any\nParticipant elections.\n\n\n                         SECTION 6.  BENEFITS UNFUNDED\n\n          6.1    Benefits Unfunded.  The benefits provided by this Plan shall be\n                 -----------------                                              \nunfunded.  All amounts payable under this Plan to the Participant shall be paid\nfrom the general assets of the Company, and nothing contained in this Plan shall\nrequire the Company to set aside or hold in trust any amounts or assets for the\npurpose of paying benefits to Participant.  This Plan shall create only a\ncontractual obligation on the part of the Company, and Participant shall have\nthe status of a general unsecured creditor with respect to the benefit\nobligations hereunder or any other obligation of the Company to pay benefits\npursuant hereto. Any funds of the Company available to pay benefits pursuant to\nthe Plan shall be subject to the \n\n                                     -11-\n\n \n \nclaims of general creditors of the Company, and may be used for any purpose by\nthe Company.\n\n          6.2    Grantor Trust.  Although the Company is responsible for the\n                 -------------                                              \npayment of all benefits under the Plan, the Company may, in its discretion,\ncontribute funds or assets (including insurance policies on the life of any or\nall Participants and securities issued by the Company) to a grantor trust for\nthe purpose of paying benefits under this Plan.  Such trust may be irrevocable,\nbut assets of the trust shall be subject to the claims of creditors of the\nCompany or any adopting affiliate.  To the extent any benefits provided under\nthe terms of the Plan are actually paid from the trust, the Company or such\nadopting affiliate shall have no further obligation with respect thereto.  To\nthe extent any benefits provided under the terms of the Plan are not paid from\nthe trust, such benefits shall remain the obligation of and shall be paid by the\nCompany or the adopting affiliate.  References to payments by the Company shall\nbe deemed to include payments by the Company or by an adopting affiliate, as the\ncontext may require.  The Participants shall have the status of unsecured\ncreditors insofar as their legal claim for benefits under the Plan and the\nParticipants shall have no security interest or preferred claim in or to the\nassets of any such grantor trust.\n\n\n                         SECTION 7.  THE ADMINISTRATOR\n\n          7.1    Members.  The Administrator shall consist of a committee, an\n                 -------                                                     \nindividual, an entity appointed by the Board of Directors to serve at its\npleasure, or the Company.  The Administrator, or any member thereof, shall not\nbe required to be employees of the Company.  The Administrator may resign by\ngiving notice, in writing, filed with the Board of Directors.  If no\nAdministrator has been appointed by the Company, or if the person designated as\nAdministrator by the Company is not serving as such for any reason, the Company\nshall be deemed to be the Administrator of the Plan.\n\n          7.2    Action.  Action of the Administrator may be taken with or\n                 ------                                                   \nwithout a meeting; provided, however, that any action shall be taken only upon\nthe vote or other affirmative expression of a majority of the committee members\nqualified to vote with respect to such action.  If a member of the committee,\nthe appointed individual or entity is the Participant subject to the Plan, such\nParticipant shall not participate in any decision which solely affects the\nParticipant.  The Administrator shall for purposes of administering the Plan\nchoose a secretary who shall keep minutes of the Administrator's proceedings and\nall records and documents pertaining to the administration of this Plan.  The\nsecretary may execute any certificate or any other written direction on behalf\nof the Administrator.\n\n          7.3    Right and Duties.  The Administrator, on behalf of the\n                 ----------------                                      \nParticipants, shall administer the Plan and shall have all powers necessary to\naccomplish that purpose, including (but not limited to) the following:\n\n                 (a) to construe, interpret, and administer this Plan;\n\n                                     -12-\n\n \n \n                 (b) to make determinations required by this Plan, and to\n          maintain records regarding Participants' benefits;\n\n                 (c) to compute and certify to the Company the amount and kinds\n          of benefits payable to Participant or Participant's Beneficiaries, and\n          to determine the time and manner in which such benefits are to be\n          paid;\n\n                 (d) to authorize all disbursements by the Company pursuant to\n          this Plan;\n\n                 (e) to maintain all the necessary records of the administration\n          of this Plan; and\n\n                 (f) to make and publish such rules for the regulation of this\n          Plan as are not inconsistent with the terms hereof.\n\n          7.4.   Compensation, Indemnity and Liability.  The Administrator shall\n                 -------------------------------------                          \nserve as such without bond and without compensation for services hereunder.  All\nexpenses of the Administrator shall be paid by the Company.  If the\nAdministrator is a committee, no member of the committee shall be liable for any\nact or omission of any other member of the committee, nor for any act or\nomission on his own part, excepting his own willful misconduct or gross\nnegligence.  The Company shall indemnify and hold harmless the Administrator and\neach member of the committee, if any, against any and all expenses and\nliabilities arising out of his membership on the committee, excepting only\nexpenses and liabilities arising out of his own willful misconduct or gross\nnegligence.\n\n          7.5.   Taxes.  If the whole or any part of any Participant's benefit\n                 -----                                                        \nshall become liable for the payment of any estate, inheritance, income,\nemployment or other tax which the Company is required to pay or withhold, the\nCompany shall have the full power and authority to withhold and pay such tax out\nof any monies or other property in its hand for the benefit of the Participant\nwhose benefits hereunder are so liable.  Prior to making any payment, the\nCompany may require such releases or other documents from any lawful taxing\nauthority as it shall deem necessary.  To the extent benefits paid hereunder are\nwages or compensation, the Company shall be entitled to deduct, withhold and pay\nany applicable income or employment taxes from amounts otherwise payable to\nParticipant hereunder.\n\n\n                          SECTION 8.  CLAIMS PROCEDURE\n\n          8.1.   Claims for Benefits.  If the Participant or Beneficiary\n                 -------------------                                    \n(hereunder, 'Applicant') does not receive timely payment of any benefits which\nApplicant believes are due and payable under the Plan, Applicant may make a\nclaim for benefits to the Administrator. The claim for benefits must be in\nwriting and addressed to the Administrator or to the Company.  If the claim for\nbenefits is denied, the Administrator  shall notify the Applicant in writing\nwithin 90 days after the Plan Administrator initially received the benefit\nclaim.  Any \n\n                                     -13-\n\n \n \nnotice of a denial of benefits shall advise the Applicant of the basis for the\ndenial, any additional material or information necessary for the Applicant to\nperfect his claim and the steps which the Applicant must take to have his claim\nfor benefits reviewed.\n\n          8.2.   Appeals.  Each Applicant whose claim for benefits has been\n                 -------                                                   \ndenied may file a written request for a review of his claim by the\nAdministrator.  The request for review must be filed by the Applicant within 60\ndays after receipt of the written notice denying the claim.  The decision of the\nAdministrator will be made within 60 days after receipt of a request for review\nand shall be communicated in writing to the Applicant.  Such written notice\nshall set forth the basis for the Administrator's decision.  If there are\nspecial circumstances (such as the need to hold a hearing) which require an\nextension of time for completing the review, the Administrator's decision shall\nbe rendered not later than 120 days after receipt of a request for review.\n\n\n                     SECTION 9.  AMENDMENT AND TERMINATION\n\n          9.1.   Amendments.  The Company shall have the right to amend this\n                 ----------                                                 \nPlan in whole or in part from time to time by resolution of the Board of\nDirectors, and to amend and cancel any amendments; provided, however, that no\naction under this Section shall cancel or affect in any way the amount of the\nParticipant's previously accrued vested benefits.  An amendment shall be in\nwriting and executed by a duly authorized officer of the Company.  The\nParticipant shall be bound thereby.\n\n          9.2.   Discontinuance of Plan.  The Company expects to continue this\n                 ----------------------                                       \nPlan indefinitely, but does not obligate itself to do so.  The Company reserves\nthe right to discontinue and terminate the Plan at any time, for any reason\n(including a change, or an impending change, in the tax laws of the United\nStates or the State of California), by resolution of the Board of Directors.  If\nthe Plan is terminated, the Administrator shall be notified of such action in a\nwriting executed by a duly authorized officer of the Company, and the Plan shall\nbe terminated at the time therein set forth.  Termination of the Plan shall be\nbinding on the Participant, but in no event may such termination cancel or\notherwise affect in any way the Participant's previously accrued vested\nbenefits.  If this Plan is terminated, the Participant's previously accrued\nvested benefits shall be paid within 90 days after the first day of the month\nfollowing the termination.\n\n\n                           SECTION 10.  MISCELLANEOUS\n\n          10.1.  Limitation on Participant's Rights.  This Plan shall not give\n                 ----------------------------------                           \nParticipant the right to be retained in the Company's employ or any right or\ninterest to any assets of the Company other than as herein provided.  The\nCompany reserves the right to terminate the employment of Participant without\nany liability for any claim against the Company except to the extent provided\nherein.\n\n\n                                     -14-\n\n \n          10.2.   Other Plans. This Plan shall not affect the right of\n                 -----------                                         \nParticipant to participate in and receive benefits under and in accordance with\nthe provisions of any other employee benefit plans which are now or hereafter\nmaintained by the Company, unless the terms of such other employee benefit plan\nor plans specifically provide otherwise.\n\n          10.3.  Receipt or Release.  Any payment to a Participant in accordance\n                 ------------------                                             \nwith the provisions of this Plan shall, to the extent thereof, be in full\nsatisfaction of all claims against the Administrator and the Company, and the\nAdministrator may require such Participant, as a condition precedent to such\npayment, to execute a receipt and release to such effect.\n\n          10.4.  Governing Law.  This Plan shall be construed, administered, and\n                 -------------                                                  \ngoverned in all respects in accordance with the laws of the State of California.\nIf any provisions of this instrument shall be held by a court of competent\njurisdiction to be invalid or unenforceable, the remaining provisions hereof\nshall continue to be fully effective.\n\n          10.5.  Gender, Tense, and Headings.  In this Plan, whenever the\n                 ---------------------------                             \ncontext so indicates, the singular or plural number and the masculine, feminine,\nor neuter gender shall be deemed to include the other.  Headings and subheadings\nin this Plan are inserted for convenience of reference only and are not\nconsidered in the construction of the provisions hereof.\n\n          10.6.  Successors and Assigns.  This Plan shall inure to the benefit\n                 ----------------------                                       \nof, and be binding upon, the parties hereto and their successors and assigns;\nprovided, however, subject to the provisions of applicable law regarding\ndomestic relations orders, that the benefits hereunder shall not be assignable\nor transferable and, except as provided by Section 7.5, any purported transfer,\nassignment, encumbrance, or attachment thereof shall be void and of no effect.\nIn the event of a dispute involving any individual's right to receive the\nbenefit hereunder, the Administrator or the Company may enter an interpleader\naction.  Payment of the benefit to a court of competent jurisdiction with proper\nnotice to the appropriate parties in dispute shall be in full satisfaction of\nall claims against the Administrator and the Company as to the Plan, and shall\nbe equivalent to a receipt and release pursuant to Section 10.3.\n\n          IN WITNESS WHEREOF, the Company has caused this Plan to be executed by\nits duly authorized officer.\n\n                                    MATTEL, INC.\n\n\n\nDated: August 17, 1998              By:  \/s\/ Alan Kaye\n      _________________                 __________________________ \n\n                                     -15-\n\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":[9539,9542],"class_list":["post-40265","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40265","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=40265"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40265"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40265"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40265"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}