EXHIBIT 10.19
AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED MATTEL LONG-TERM INCENTIVE PLAN
The Amended and Restated Mattel Long-Term Incentive Plan (the "Plan")
is hereby amended, effective November 4, 1999, as set forth below:
1. Section 2 of the Plan is hereby amended by adding new Sections 2.1, 2.2,
2.12, 2.13 and 2.14, reading in their entirety as follows:
2.1 Board. "Board" shall mean the Board of Directors of the Company.
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2.2 Change in Control. "Change in Control" shall mean the occurrence
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of any of the following:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (1) the then outstanding shares
of common stock of the Company, including the shares of common stock
of the Company issuable upon an exchange of Softkey Exchangeable
Shares that are not owned by the Company or any corporation controlled
by the Company (the "Outstanding Company Common Stock") or (2) the
combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for
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purposes of this subsection (a), the following shall not constitute a
Change in Control: (1) any acquisition directly from the Company, (2)
any acquisition by the Company or any corporation controlled by the
Company, (3) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company, (4) any acquisition by a Person of 20% of
either the Outstanding Company Common Stock or the Outstanding Company
Voting Securities as a result of an acquisition of common stock of the
Company by the Company or of Softkey Exchangeable Shares by Softkey
which, by reducing the number of shares of common stock of the Company
or Softkey Exchangeable Shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to
20% or more of either the Outstanding Company Common Stock or the
Outstanding Company Voting Securities; provided, however, that if a
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Person shall become the beneficial owner of 20% or more of either the
Outstanding Company Common Stock or the Outstanding Company Voting
Securities by reason of a share acquisitions by the Company or by
Softkey as described above and shall, after such share acquisitions by
the Company or Softkey, become the beneficial owner of any additional
shares of common stock of the Company, then such acquisition shall
constitute a Change in Control or (5) any acquisition pursuant to a
transaction which complies with clauses (1), (2) and (3) of subsection
(c) of this Section; provided, further,
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however, that for purposes of this subsection (a), any Investing
Person (as such term is defined in the Rights Agreement) shall be
deemed not to be a beneficial owner of any Investment Shares (as such
term is defined in the Rights Agreement) and the holder of the Mattel
Special Voting Preferred Share (as such term is defined in the Rights
Agreement) shall be deemed not to be a beneficial owner of such Mattel
Special Voting Preferred Share; or
(b) Individuals who, as of the date hereof, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however,
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that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or
(c) Consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company or the acquisition of assets of another
entity (a "Business Combination"), in each case, unless, following
such Business Combination, (1) all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the
same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (2) no Person
(excluding any employee benefit plan (or related trust) of the Company
or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding share of common stock of the
corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination and (3) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
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(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
2.12 Rights Agreement. "Rights Agreement" shall mean the Rights
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Agreement, dated as of February 7, 1992, as amended by an amendment
dated as of May 13, 1999 and an amendment dated as of November 4, 1999
by and between the Company and BankBoston N.A., a national banking
association, formerly, The First National Bank of Boston, and not
giving effect to any amendments subsequent to November 4, 1999.
2.13 Softkey. "Softkey" shall mean Softkey Software Products Inc.,
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an Ontario corporation.
2.14 Softkey Exchangeable Shares. "Softkey Exchangeable Shares"
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shall mean the Exchangeable Shares (as defined in the Rights
Agreement) in the capital stock of Softkey
2. Current Sections 2.1 through 2.9 of the Plan are hereby renumbered as
Sections 2.3 through 2.11.
3. Section 6.1 of the Plan is hereby amended by adding an additional sentence
at the end thereof, reading in its entirety as follows: "Notwithstanding
the foregoing, following a Change in Control, no amendment or termination
of the Plan may adversely affect the rights of any Participant with respect
to bonus opportunities for Performance Periods that began before the Change
in Control without that Participant's written consent, including without
limitation such rights under Article VII."
4. The Plan is hereby amended by adding new Article VIII, reading in its
entirety as follows:
ARTICLE VIII
CHANGE IN CONTROL
In the event of a Change in Control, each Participant who is employed
by the Company or its successor as of the date of such Change in Control (the
"CIC Date") shall receive (i) within 30 days after the CIC Date, any unpaid
bonus amounts to which the Participant is entitled with respect to any
Performance Period that ended on or before the CIC Date, and (ii) an interim
cash payment for each Performance Period that commenced prior to the CIC Date
that has not been completed as of the CIC Date, equal to the amount that such
Participant would have received had the target Performance Objectives been
achieved with respect to each such Performance Period. Notwithstanding the
foregoing, in the case of a Participant who is a party to any individual
agreement under which the Participant is or may become entitled to payments with
respect to the same Performance Period(s), the Company or its successor may make
the right of such Participant to receive such interim cash payment under clause
(ii) conditional upon the execution by such Participant of a waiver of the right
to receive such payments under the individual agreement to the extent they would
duplicate such interim cash payment. Any bonus
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that thereafter becomes payable to a Participant with respect to such a
Performance Period shall be reduced, but not below zero, by the amount of such
interim payment to such Participant with respect to that Performance Period.
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IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan
to be executed, effective as of November 4, 1999.
MATTEL, INC.
By: /s/ Alan Kaye
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Name: Alan Kaye
Title: Senior Vice President Human
Resources
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