{"id":40836,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnity-agreement-mattel-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnity-agreement-mattel-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnity-agreement-mattel-inc.html","title":{"rendered":"Indemnity Agreement &#8211; Mattel Inc."},"content":{"rendered":"<pre>                              INDEMNITY AGREEMENT\n\n\n     This Agreement is made as of the         day of            ,      , by and\nbetween MATTEL, INC., a Delaware corporation (the \"Corporation\"), and\n(the \"Indemnitee\"), a Director and\/or Officer of the Corporation.\n\n     WHEREAS, it is essential to the Corporation to retain and attract as\nDirectors and Officers the most capable persons available, and\n\n     WHEREAS, the substantial increase in corporate litigation subjects\nDirectors and Officers to expensive litigation risks at the same time that the\navailability of Directors' and Officers' liability insurance has been severely\nlimited, and\n\n     WHEREAS, it is now and has always been the express policy of the\nCorporation to indemnify its Directors and Officers so as to provide them with\nthe maximum possible protection permitted by law, and\n\n     WHEREAS, the Corporation does not regard the protection available to\nIndemnitee as adequate in the present circumstances, and realizes that\nIndemnitee may not be willing to serve as a Director and\/or Officer without\nadequate protection, and the Corporation desires Indemnitee to serve in such\ncapacity;\n\n     NOW, THEREFORE, in consideration of Indemnitee's service as a Director\nand\/or Officer after the date hereof, the parties agree as follows:\n\n     1.  Definitions.  As used in this Agreement:\n\n         (a)  The term \"Proceeding\" shall include any threatened, pending or\n     completed action, suit or proceeding, whether brought by or in the right of\n     the Corporation or otherwise and whether of a civil, criminal,\n     administrative or investigative nature.\n\n         (b)  The term \"Expenses\" shall include, but is not limited to, expenses\n     of investigations, judicial or administrative proceedings or appeals,\n     damages, judgments, fines, amounts paid in settlement by or on behalf of\n     Indemnitee, attorneys' fees and disbursements and any expenses of\n     establishing a right to indemnification under this Agreement.\n\n         (c)  The terms \"Director\" and \"Officer\" shall include Indemnitee's\n     service at the request of the Corporation as a director, officer, employee\n     or agent of another corporation, partnership, joint venture, trust or other\n     enterprise as well as a Director and\/or Officer of the Corporation.\n\n \n     2.  Indemnity of Director or Officer.  Subject only to the limitations set\nforth in Section 3, Corporation will pay on behalf of the Indemnitee all\nExpenses actually and reasonably incurred by Indemnitee because of any claim or\nclaims made against him in a Proceeding by reason of the fact that he is or was\na Director and\/or Officer.\n\n     3.  Limitations on Indemnity.  Corporation shall not be obligated under\nthis Agreement to make any payment of Expenses to the Indemnitee.\n\n         (a)  which payment it is prohibited by applicable law from paying as\n     indemnity;\n\n         (b)  for which payment is actually made to the Indemnitee under an\n     insurance policy, except in respect of any excess beyond the amount of\n     payment under such insurance;\n\n         (c)  for which payment the Indemnitee is indemnified by Corporation\n     otherwise than pursuant to this Agreement;\n\n         (d)  resulting from a claim decided in a Proceeding adversely to the\n     Indemnitee based upon or attributable to the Indemnitee gaining in fact any\n     personal profit or advantage to which he was not legally entitled;\n\n         (e)  resulting from a claim decided in a Proceeding adversely to the\n     Indemnitee for an accounting of profits made from the purchase or sale by\n     the Indemnitee of securities of Corporation within the meaning of Section\n     16(b) of the Securities Exchange Act of 1934 and amendments thereto or\n     similar provisions of any state statutory law or common law; or\n\n         (f)  brought about or contributed to by the dishonesty of the\n     Indemnitee seeking payment hereunder; however, notwithstanding the\n     foregoing, the Indemnitee shall be indemnified under this Agreement as to\n     any claims upon which suit may be brought against him by reason of any\n     alleged dishonesty on his part, unless it shall be decided in a Proceeding\n     that he committed (i) acts of active and deliberate dishonesty, (ii) with\n     actual dishonest purpose and intent, and (iii) which acts were material to\n     the cause of action so adjudicated.\n\n     For purposes of Sections 3 and 4, the phrase \"decided in a Proceeding\"\nshall mean a decision by a court, arbitrator(s), hearing officer or other\njudicial agent having the requisite legal authority to make such a decision,\nwhich decision has become final and from which no appeal or other review\nproceeding is permissible.\n\n     4.  Advance Payment of Costs.  Expenses incurred by Indemnitee in defending\na claim against him in a Proceeding shall be paid by the Corporation as incurred\nand in advance of the final disposition of such Proceeding; provided, however,\nthat Expenses of defense need not be paid as incurred and in advance where the\njudicial\n\n \nagent of first impression has decided the Indemnitee is not entitled to be\nindemnified pursuant to this Agreement or otherwise. Indemnitee hereby agrees\nand undertakes to repay such amounts advanced if it shall be decided in a\nProceeding that he is not entitled to be indemnified by the Corporation pursuant\nto this Agreement or otherwise.\n\n     5.  Enforcement.  If a claim under this Agreement is not paid by\nCorporation, or on its behalf, within thirty days after a written claim has been\nreceived by Corporation, the Indemnitee may at any time thereafter bring suit\nagainst Corporation to recover the unpaid amount of the claim and if successful\nin whole or in part, the Indemnitee shall also be entitled to be paid the\nExpenses of prosecuting such claim.\n\n     6.  Subrogation.  In the event of payment under this Agreement, Corporation\nshall be subrogated to the extent of such payment to all of the rights of\nrecovery of the Indemnitee, who shall execute all papers required and shall do\neverything that may be necessary to secure such rights, including the execution\nof such documents necessary to enable Corporation effectively to bring suit to\nenforce such rights.\n\n     7.  Notice.  The Indemnitee, as a condition precedent to his right to be\nindemnified under this Agreement, shall give to Corporation notice in writing as\nsoon as practicable of any claim made against him for which indemnity will or\ncould be sought under this Agreement.  Notice to Corporation shall be given at\nits principal office and shall be directed to the Corporate Secretary (or such\nother address as Corporation shall designate in writing to the Indemnitee);\nnotice shall be deemed received if sent by prepaid mail properly addressed, the\ndate of such notice being the date postmarked.  In addition, the Indemnitee\nshall give Corporation such information and cooperation as it may reasonably\nrequire.\n\n     8.  Saving Clause.  If this Agreement or any portion thereof shall be\ninvalidated on any ground by any court of competent jurisdiction, the\nCorporation shall nevertheless indemnify Indemnitee to the full extent permitted\nby any applicable portion of this Agreement that shall not have been invalidated\nor by any other applicable law.\n\n     9.  Indemnification Hereunder Not Exclusive.  Nothing herein shall be\ndeemed to diminish or otherwise restrict the Indemnitee's right to\nindemnification under any provision of the Certificate of Incorporation or\nBylaws of the Corporation or under Delaware law.\n\n     10.  Applicable Law.  This Agreement shall be governed by and construed in\naccordance with Delaware law.\n\n     11.  Counterparts.  This Agreement may be executed in any number of\ncounterparts, each of which shall constitute the original.\n\n     12.  Successors and Assigns.  This Agreement shall be binding upon the\nCorporation and its successors and assigns.\n\n \n     13.  Continuation of Indemnification.  The indemnification under this\nAgreement shall continue as to Indemnitee even though he may have ceased to be a\nDirector and\/or Officer and shall inure to the benefit of the heirs and personal\nrepresentatives of Indemnitee.\n\n     14.  Coverage of Indemnification.  The indemnification under this Agreement\nshall cover Indemnitee's service as a Director and\/or Officer prior to or after\nthe date of the Agreement.\n\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed and signed as of the day and year first above written.\n\n\n                                        MATTEL, INC.\n\n\n\n                                        By:\n                                           --------------------------------\n\n\nINDEMNITEE\n\n\n\nBy:\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":[9553,9557],"class_list":["post-40836","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mattel-inc","corporate_contracts_industries-consumer__toys","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40836","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=40836"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40836"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40836"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40836"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}