{"id":40512,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-agreement-mattel-inc-and-bruce-l-stein.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-mattel-inc-and-bruce-l-stein","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-mattel-inc-and-bruce-l-stein.html","title":{"rendered":"Severance Agreement &#8211; Mattel Inc. and Bruce L. Stein"},"content":{"rendered":"<pre> \n                              SEVERANCE AGREEMENT\n                              -------------------\n\n     1.   PARTIES:  The parties to this Severance Agreement - (herein \n          -------\n'Agreement') are BRUCE L. STEIN ('Stein') and MATTEL, INC. ('Mattel').\n\n     2.   RECITALS: This Agreement is made with reference to the following\n          --------                                                         \nfacts:\n\n          2.1  Stein has been employed by Mattel, Inc. as President, Mattel\nWorldwide and Chief Operating Officer pursuant to an Employment Agreement dated\nas of December 20, 1996 (herein 'Employment Agreement').\n\n          2.2  Mattel and Stein have agreed that Stein will immediately resign\nhis positions as President, Mattel Worldwide and Chief Operations Officer and as\na member of the Board of Directors of Mattel, Inc. and its subsidiary\ncorporations, and will terminate his employment with Mattel effective April 30,\n1999.  In this connection Stein will execute the letter of resignation, a copy\nof which is Exhibit 'A' hereto.\n\n          2.3  Certain issues have arisen with respect to Stein's right to\nreceive certain payments and other benefits upon the termination of his\nemployment pursuant to the provisions of his Employment Agreement.\n\n                                      -1-\n \n          2.4  It is the intention of the parties hereto to settle and dispose\nof, fully and completely, any and all claims, demands and cause or causes of\naction each may have against the other, heretofore or hereafter arising out of,\nconnected with or incidental to the dealings between the parties hereto prior to\nthe effective date hereof, including, without limitation on the generality of\nthe foregoing, any and all claims, demands and cause or causes of action arising\nout of the employment or termination of Stein's employment with Mattel, or the\ninterpretation or application of any provision of his Employment Agreement, or\nwith respect to any reason whatsoever, including any matters not related to\nthose claims.\n\n     3.   PAYMENTS:  On or before May 1, 1999, Mattel shall pay or cause to be\n          --------                                                            \npaid to Stein, pursuant to the provisions of Section 5(d) et seq. of the\n                                                          -- ---        \nEmployment Agreement, the amount of $5,076,747.00.\n\n     4.   OTHER BENEFITS UPON TERMINATION:\n          ------------------------------- \n\n          4.1  Effective April 30, 1999 Mattel will forgive the principal amount\nand accrued unpaid interest on Stein's outstanding loan. \n\n          4.2  Mattel shall continue to provide medical, dental, prescription\ndrug and vision care group insurance as presently provided to Stein and his\ndependants for a\n\n                                      -2-\n \nperiod ending April 30, 2002, or the date upon which Stein accepts other full\ntime employment, whichever shall be the first to occur.\n\n          4.3  Stein shall be entitled to continue to hold and exercise stock\noptions previously granted to him as provided for in Mattel's stock option\nplans, as modified by the provisions of Exhibit 'B' hereto.  In the event that\nany previously granted stock options shall be repriced prior to the expiration\ndate for any Mattel senior executives, options granted to Stein shall be\nsimilarly repriced.\n\n          4.4  Mattel agrees to transfer to Stein the 1997 Series 5 BMW\ncurrently provided to Stein, for business purposes, effective May 1, 1999.\nThereafter he will be responsible for all insurance, fuel, maintenance, repairs\nand any other costs for that car.  Upon execution of this agreement Stein agrees\nto return to Mattel all credit cards in his possession which were provided to\nhim by Mattel for his use in operating the car, or for other purposes.  Mattel\nalso agrees to transfer the PC computer currently provided to Stein for \nbusiness purposes. Thereafter he will be responsible for costs of maintenance\nand all modem connections. Pursuant to the provisions of Section 5 et seq. of\n                                                                   -- ---\nthe employment agreement, Stein shall not be required to reimburse Mattel for\neither of the transfers.\n\n                                      -3-\n \n\n     5.   COSTS AND FEES:  Mattel shall promptly pay to Sitrick &amp; Co. for\n          --------------                                                 \nassisting Stein and Mattel in preparing press releases the sum of Five Thousand\nDollars ($5,000.00) and to Buchalter, Nemer, Fields &amp; Younger the sum of Twenty-\nFive Thousand Dollars ($25,000.00) for legal services rendered to Stein with\nrespect to this agreement.  Except as otherwise provided herein each party\nhereto shall bear their own costs and attorney's fees.\n\n     6.   RELEASE OF CLAIMS:  In consideration of the payments and promises\n          -----------------                                                \nprovided for herein, and except for rights created by this agreement, and except\nfor any indemnification rights Stein may have as an officer and\/or director of\nMattel under Delaware law, the Mattel Articles of Incorporation or By-laws, or\nany Directors and Officers liability insurance, Stein hereby releases, remises\nand forever discharges Mattel, its affiliates, subsidiaries, subsidiary entitles\nand the owners, stockholders, predecessors, successors, assigns, employees,\nofficers, directors, counsel, and agents and Mattel hereby releases, remises and\nforever discharges Stein from any and all claims, demands, and cause or causes\nof action heretofore arising out of, connected with or incidental to the\ndealings between the parties hereto prior to the effective date hereof,\nincluding, without limitation on the generality of the foregoing, any and all\nclaims, demands and cause or causes of action arising out of the employment, or\ntermination of employment of Stein. This includes a release of any rights or\nclaims Stein may have under Title VII of the Civil Rights Act of 1964, as\n\n                                      -4-\n \namended by the Civil Rights Act of 1991, which prohibits discrimination in\nemployment based on race, color, national origin, religion or sex; the\nCalifornia Fair Employment and Housing Act, which prohibits discrimination based\non race, color, national origin, ancestry, physical handicap, medical condition,\nmarital status, sex or age; the Age Discrimination in Employment Act which\nprohibits age discrimination over the age of forty (40); the Americans With\nDisability Act, which prohibits discrimination based on physical handicap; the\nEqual Pay Act, which prohibits paying men and women unequal pay for equal work;\nor any other federal, state or local laws or regulations prohibiting employment\ndiscrimination.\n\n          6.1  Stein shall have a period of twenty-one (21) days to review and\nconsider this Agreement before signing it.\n\n          6.2  Stein may revoke this Agreement within seven (7) days after he\nsigns it by delivering a written notice of revocation to Ned Mansour at Mattel's\nheadquarters so that it is received by him not later than the close of business\non that day.  In the event of such revocation it shall not be effective and\nStein shall not receive the payments and other benefits provided for herein.\n\n                                      -5-\n \n          6.3  This Agreement does not waive or release any rights or claims\nwhich Stein has under the Age Discrimination in Employment Act which arise after\nthe execution of this Agreement.\n\n     7.   REPRESENTATIONS AND WARRANTIES:  Each of the parties to this Agreement\n          ------------------------------                                        \nrepresents, warrants, and agrees as follows:\n\n          7.1  Each party has received independent legal advice from its\nattorneys, with respect to the advisability of making the settlement provided\nherein, with respect to the advisability of executing this Agreement, and with\nrespect to the meaning of California Civil Code Section 1542.  By executing this\nAgreement, Stein acknowledges that he has read it, discussed it with his\nattorneys, and has executed it in reliance upon the advice of his attorneys with\nrespect to each of these matters.\n\n          7.2  No party (nor any officer, agent, employee, representative, or\nattorneys of or for any party), has made any statement or representation to any\nother party regarding any fact relied upon in entering into this Agreement, and\neach party does not rely upon any statement, representation or promise of any\nother party (or of any officer, agent, employee, representative, or attorney for\nthe other party), in executing this Agreement, or in making the settlement\nprovided for herein, except as expressly stated in this Agreement.\n\n                                      -6-\n \n          7.3  Each party to this Agreement has made such investigation of the\nfacts pertaining to this settlement and this Agreement and of all the matters\npertaining thereto as it deems necessary.\n\n          7.4  Each party executing this Agreement, or in the case of Mattel, a\nresponsible officer thereof, has read this Agreement and understands the\ncontents hereof.  The officer executing this Agreement on behalf of Mattel is\nempowered to do so and thereby binds Mattel.\n\n          7.5  Neither party has heretofore exercised its sole power to assign,\ntransfer, or grant, or purport to assign, transfer, or grant, any of the claims,\ndemands, and cause or causes of action disposed of by this Agreement.\n\n          7.6  Each term of this Agreement is contractual and not merely a\nrecital.\n\n          7.7  Stein and Mattel are aware that they may hereafter discover\nclaims or facts in addition to or different from those they now know or believe\nto be true with respect to the matters related herein.  Nevertheless, and except\nas herein provided, it is their intention to fully, finally and forever settle\nand release all claims \n\n                                      -7-\n \nrelative thereto which do now exist, or heretofore have existed between\nMattel and Stein. In furtherance of such intention, the releases given herein\nshall be and remain in effect as full and complete releases of all such matters,\nnotwithstanding the discovery of existence of any additional or different claims\nor facts relative thereto.\n\n          7.8  It is expressly understood and agreed by Stein that the sums\nspecified to be paid by or on behalf of Mattel to him, pursuant to paragraph 3\nabove, as well as the other benefits provided for in paragraph 4 et seq., shall\n                                                                 -- ---        \nbe in lieu of any and all amounts of which Stein is now or may become entitled\nto from Mattel for any and all claims released, as described in paragraph 6 of\nthis Agreement.\n\n          7.9   Stein agrees not to initiate, or cause to be initiated against\nMattel, its affiliates, subsidiaries and the shareholders, directors, officers\nand employees, any compliance review, suit, action, appeal, investigation or\nproceeding of any kind, or participate in same, individually or as a\nrepresentative or member of a class, unless compelled by law, under any contract\n(express or implied), tort, law, or regulation (federal, state or local),\npertaining in any way whatsoever to the matters herein released, nor shall he be\nentitled to receive any payment from any such proceeding.\n\n          7.10  The parties hereto agree that each and every provision of Part\n10 'Confidential Information,' contained in the Employment Agreement, including,\n    ------------------------\n\n                                      -8-\n \nwithout limitation, the non-disclosure provisions of the Employee Confidential\nInformation and Inventions agreement, previously executed by Stein, shall by\nthis reference, be incorporated in this agreement. Any material violation of\nthis provision by Stein which causes adverse economic results to Mattel shall\ndisqualify him from exercising any of the stock options he may hold under the\nPremium Price Stock Option Plan as modified by the provisions of Exhibit 'B'\nhereto.\n\n          7.11  Except as to disclosures required by law, or otherwise made by\nMattel, Stein agrees not to disclose the terms of this Agreement to anyone other\nthan the attorneys involved in this matter, his accountants or tax preparers or,\nin the case of Stein, his immediate family; and shall forthwith instruct such\nattorneys, accountants or tax preparers and his immediate family not to disclose\nthe terms and conditions of this Agreement to anyone. Stein acknowledges and\nagrees that any disclosure of information contrary to the terms of this Section\nwould cause Mattel injury and damage. Any material violation of this provision\nby Stein which causes adverse economic results to Mattel shall disqualify him\nfrom exercising any of the stock options he may hold under the Premium Price\nStock Option Plan as modified by the provisions of Exhibit 'B' hereto.\n\n          7.12  Stein agrees that he will refrain from making any statements\nabout Mattel or its senior executives which would disparage, or reflect\nunfavorably upon the\n\n                                      -9-\n \nimage or reputation of Mattel or any such senior executives. Mattel agrees to\nrefrain from making any statements about Stein which would disparage, or reflect\nunfavorably upon the image or reputation of Stein.\n\n          7.13  Stein agrees that until April 30, 1999 he will perform on a non-\nexclusive basis such services for Mattel in Los Angeles, California, and\nconsistent with his position at Mattel, as may be directed in writing by Jill\nBarad.\n\n          7.14  Stein agrees that he shall not seek employment with Mattel, its\naffiliates, or subsidiaries, which are known to him, at any time in the future,\nand that such parties have no obligation to employ, hire, rehire, or to consider\nhim for hire.  Stein's forbearance from seeking employment is purely contractual\nand voluntary, and does not constitute discrimination or retaliation in any\nrespect.\n\n          7.15  Stein agrees that for a period ending on April 30, 2000 he will\nnot directly or indirectly, recruit or solicit any of Mattel's employees at the\nlevel of vice-president or above, to accept employment with any other employer.\nAny material violation of this provision by Stein which causes adverse economic\nresults to Mattel shall disqualify him from exercising any of the stock options\nhe may hold under the Premium Price Stock Option Plan as modified by the\nprovisions of Exhibit 'B' hereto.\n\n                                      -10-\n \n          7.16  The parties will execute all such further and additional\ndocuments as shall be reasonable, convenient, necessary or desirable to carry\nout the provisions of this Agreement.\n\n          7.17  Mattel agrees that Ned Mansour (herein 'Mansour') will provide\nto Stein, at his request, an appropriate letter of recommendation, in the form\nof Exhibit 'C' attached hereto. Stein agrees to request that all prospective\nemployers direct their requests for reference information to Mansour. Mattel\nagrees that requests for reference information concerning Stein which it\nreceives shall be directed to Mansour. The information which will be provided to\nprospective employers will be substantially identical to that contained in\nExhibit 'B'.\n\n     8.   SETTLEMENT:  This Agreement affects the settlement of claims which are\n          ----------                                                            \ndenied and contested, and nothing contained herein shall be construed as an\nadmission by any party hereto of any liability of any kind to any other party.\nEach of the parties hereto denies any liability in connection with any claim and\nintends merely to avoid litigation and buy its peace.\n\n                                      -11-\n :  PAGE&gt;\n \n    9.    MISCELLANEOUS:\n          ------------- \n\n          9.1  This Agreement shall be deemed to have been executed and\ndelivered within the State of California, and the rights and obligations of the\nparties hereto shall be construed and enforced in accordance with, and governed\nby, the laws of the State of California.\n\n          9.2  This Agreement is the entire Agreement between the parties with\nrespect to the subject matter hereof and supersedes all prior and\ncontemporaneous oral and written agreements and discussions.  This Agreement may\nbe amended only by an agreement in writing signed by all parties.\n\n          9.3  This Agreement is binding upon and shall inure to the benefit of\nthe parties hereto, their respective agents, employees, representatives,\nofficers, directors, divisions, subsidiaries, affiliates, heirs, predecessors,\nsuccessors in interest and shareholders.\n\n          9.4  Each party has cooperated in the drafting and preparation of this\nAgreement.  Hence, in any construction to be made of this Agreement, the same\nshall not be construed against any party.\n\n                                      -12-\n \n          9.5  Should any provisions of this Agreement be declared or determined\nby any court to be illegal or invalid, the validity of the remaining parts,\nterms or provisions shall not be affected thereby and said illegal or invalid\npart, term or provision shall be deemed not to be a part of this Agreement.\n\n          9.6  Mattel and Stein each specifically waive the benefit of the\nprovisions of Section 1542 of the Civil Code of the State of California, as\nfollows:\n\n          'A general release does not extend to claims which the\n          creditor does not know or suspect to exist in his favor at\n          the time of executing the release, which if known by him\n          must have materially affected his settlement with the\n          debtor.'\n\n          9.7  The parties hereto agree that each and every provision of Part 8\n'Arbitration of Disputes,' contained in the Employment Agreement, shall by this\n -----------------------                                                       \nreference, be incorporated in this Agreement and shall apply to any issue,\ncontroversy or dispute which may arise with respect to the interpretation or\napplication of this Agreement.\n\n          9.8  All notices and other communications shall be in writing; shall\nbe delivered by hand or mailed by registered or certified mail, return receipt\nrequested,\n\n                                      -13-\n \npostage prepaid, to the other party; and shall be deemed delivered upon actual\nreceipt; and shall be addressed as follows:\n\n\n          To Mattel:\n\n               Ned Mansour\n               President Corporate Operations and General Counsel\n               Mattel Inc.\n               333 Continental Blvd.\n               El Segundo, California  90245\n\n\n          To Stein:\n\n               Mr. Bruce L. Stein\n\n\nor to such other address as either party, in writing shall have furnished to the\nother.\n\n          9.9 This Agreement consisting of 14 pages is made and entered into on\nand as of April 5, 1999 in Los Angeles County, California and is effective as of\nthis date.\n\nApril 5, 1999                          \/s\/ Bruce L. Stein\n-------------------           --------------------------------------\nDate                                       BRUCE STEIN\n              \n                                           MATTEL, INC.\n                            \nApril 7, 1999                 By       \/s\/ Ned Mansour\n-------------------              -----------------------------------\nDate                                       Ned Mansour\n\n                                           Its President\n                                               ---------------------\n\n\n                                      -14-\n \n                              EXHIBIT A\n\n\n\n                           March 15, 1999\n\n\nMs. Jill Barad\nChairman and Chief Executive Officer\nMattel, Inc.\n333 Continental Boulevard\nEl Segundo, California 90245-5012\n\n\nDear Ms. Barad:\n\n          With this letter I am resigning my positions as President, Mattel\nWorldwide and Chief Operating Officer and as a member of the Board of Directors\nof Mattel, Inc., and its subsidiary corporations, effective immediately.\n\n          Pursuant to the terms of my Severance Agreement with Mattel, Inc., I\nshall remain an employee of Mattel, Inc. until April 30, 1999 at which time my\nemployment shall terminate.  From the date of this letter to April 30, 1999 I\nwill be available to perform, on a non-exclusive basis, those services for\nMattel, Inc. in Los Angeles, California which you may direct me to perform, in\nwriting, and which are consistent with my position at Mattel.\n\n                                    Very truly yours,\n\n\n\n                                    Bruce L. Stein\n \n\n                                      -15-\n \n                              EXHIBIT B\n\n                     Non-Qualified Stock Options\n                     ---------------------------\n\nNon-qualified stock options shall become immediately exercisable.  Executive\nshall have until July 30, 1999 to exercise all non-qualified stock options.\n\n\n<font size=\"2\">\n----------------------------------------------------------------------------- \n      Grant Date         # Shares         Option Price*      # Exercisable\n----------------------------------------------------------------------------- \n                                                     \n        8\/8\/96            400,000            $26.125            400,000\n        2\/6\/97            150,000            $25.750            150,000\n        2\/6\/97            150,000            $25.750            150,000\n-----------------------------------------------------------------------------\n<\/font>\n\n\n                        Premium Price Stock Option Plan\n                        -------------------------------\n\nProrata vesting will continue through April 30, 1999.\n\n\n\n-----------------------------------------------------------------------------   \n      Grant Date         # Shares         Option Price*      # Exercisable\n-----------------------------------------------------------------------------  \n                                                    \n       11\/6\/97           721,707             $42.31             360,853\n       11\/6\/97           711,312             $44.87             355,656\n-----------------------------------------------------------------------------\n\n\nThe vesting date will be 11\/6\/00.\nStein may continue to exercise them for 2 additional years through 11\/6\/02.\n\n*Subject to repricing as provided for in this Agreement.\n\n                                      -16-\n \n                              EXHIBIT C\n\n\nTo Whom It May Concern:\n\n          The purpose of this letter is to verify the employment relationship\nbetween Bruce Stein and Mattel, Inc., and to confirm the level of excellence\nwith which Mr. Stein carried out his duties at Mattel.\n\n          Mr. Stein joined Mattel, Inc. as President - Worldwide in August 1996,\nand in 1997, was promoted to President and Chief Operating Officer of Mattel\nWorldwide.  As President and COO, Mr. Stein directed and managed all of Mattel's\nproduct lines, established vital long-term marketing relationships and\nsupervised Mattel's world-wide marketing efforts.  Mattel has benefited\nsignificantly from Stein's exceptional leadership, his strategic marketing\nskills and his general management experience.  We would welcome the opportunity\nto work with him again in the future.\n\n          Please feel free to contact the undersigned with any questions you may\nhave concerning Mr. Stein's employment with Mattel.  Thank you.\n\n                                    Very truly yours,\n\n                                    ____________________________________\n                                    Ned Mansour,\n                                    President - Corporate Administration\n                                    Mattel, Inc.\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":[9539,9551],"class_list":["post-40512","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40512","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=40512"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40512"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40512"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40512"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}