Exhibit 10.28
AMENDMENT
AMENDMENT dated August 16, 1993 to the letter agreement (the "Agreement")
dated March 12, 1993 by and between Ronald J. Jackson (the "Executive") and
Fisher-Price, Inc., a Delaware corporation (the "Company").
The Executive and the Company agree that the Amendment shall be amended by
amending paragraph 5 thereof so that it reads in its entirety as follows:
If there is a Change of Control of Fisher-Price and thereafter you elect to
resign from Fisher-Price or your employment is terminated (a "Qualified
Termination"), Fisher-Price shall pay you in a lump sum, within 10 days of your
termination of employment, an amount equal to the product of (x) three, and
(y) the sum of your then annual salary (not less than your Base Salary) and the
incentive payment calculated under the Incentive Bonus Plan (designated "EIB
Award" in said Plan), as in effect immediately prior to the Change of Control,
using a Corporate/Unit Rating of 1.50 and an Individual Rating of 1.50, as
those terms are used in the Incentive Bonus Plan as in effect immediately prior
to the Change of Control. The above payments shall be reduced by customary
Federal and state withholding taxes, as required by law. In addition, for
three years after a Qualified Termination, Fisher-Price shall continue to
provide you with medical insurance no less favorable than that provided to you
immediately prior to the Change of Control on terms no less favorable (including
co-payments and deductibles) to you than the terms existing immediately prior
to the Change of Control. For purposes of determining your eligibility (but
not the time of commencement of benefits) for retiree medical benefits you
shall be considered to have remained employed until three years after your date
of termination and to have retired on the last day of such period. Upon a
Change of Control, all shares of restricted Common Stock held by you shall
become free of all restrictions and fully vested and all non-statutory options
shall become immediately exercisable and fully vested. In the event it shall
be determined that any payment or distribution by Fisher-Price for your benefit
(whether paid or payable or distributed or distributable pursuant to the terms
of this agreement or otherwise, but determined without regard to any
additional payments required pursuant to this sentence) (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Code or any interest or
penalties are incurred by you with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then you shall be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that after payment
by you of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments.
For the purposes of this Agreement, a "Change of Control" shall be deemed
to have occurred if:
a. Any "Person", which shall mean a "person" as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than Fisher-Price, any trustee or
other fiduciary holding securities under an employee benefit plan of
Fisher-Price, or any company owned, benefit plan of Fisher-Price, or
any company owned, directly or indirectly, by the stockholders of
Fisher-Price in substantially the same proportions as their
ownership of stock of Fisher-Price), is or becomes the "beneficial
owner" (as defined in Rules 13d-3 under the Exchange Act), directly
or indirectly, of securities of Fisher-Price representing 30% or
more of the combined voting power of Fisher-Price's then
outstanding voting securities;
b. during any period of 24 consecutive months, individuals, who at the
beginning of such period constitute the Board of Directors of
Fisher-Price (the "Board"), and any new director whose election by the
Board, or whose nomination for election by Fisher-Price's
stockholders, was approved by a vote of at least two-thirds (2/3) of
the directors (other than in connection with a contested election)
before the beginning of the period cease for any reason to constitute
at least a majority thereof;
c. the stockholders of Fisher-Price approve (1) a plan of complete
liquidation of Fisher-Price or (2) the sale or disposition by
Fisher-Price of all or substantially all of Fisher-Price's assets
unless the acquirer of the assets or its directors shall meet the
conditions for a merger or consolidation in subparagraphs (d)(1) or
(d)(2); or
d. the consummation of a merger or consolidation of Fisher-Price with any
other company other than:
1. such a merger or consolidation which would result in the voting
securities of Fisher-Price outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity
more than 70% of the combined voting power of Fisher-Price's or
such surviving entity's outstanding voting securities immediately
after such merger or consolidation; or
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2. such a merger or consolidation, which would result in the
directors of Fisher-Price who were directors immediately prior
thereto, continuing to constitute at least 50% of the directors of
the surviving entity immediately after such merger or
consolidation.
In this paragraph d., "surviving entity" shall mean only an entity in which
all of Fisher-Price's stockholders immediately before such merger or
consolidation become stockholders by the terms of such merger or
consolidation, and the phrase "directors of Fisher-Price who were directors
immediately prior thereto" shall include only individuals who were
directors of Fisher-Price at the beginning of the 24 consecutive month
period preceding the date of such merger or consolidation, or who were new
directors (other than any director nominated in connection with a contested
election, or a director designated by a Person who has entered into an
agreement with Fisher-Price to effect a transaction described in paragraphs
c.2, d.1 or d.2 of this Section) whose election by the Board, or whose
nomination for election by Fisher-Price's stockholders was approved by
a vote of at least two-thirds (2/3) of the directors before the beginning
of such period.
Except as provided above, the Agreement shall remain in full force and
effect.
FISHER-PRICE, INC.
/s/ Rodney V. Campbell
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Rodney V. Campbell
Senior Vice President
Chief Administrative Officer
Accepted:
/s/ Ronald J. Jackson
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Ronald J. Jackson
As of September 7, 1993
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Dated
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