EXHIBIT 10.22
AMENDMENT NO. 1 TO
MATTEL, INC. AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Mattel, Inc. Amended and Restated Supplemental Executive Retirement
Plan is hereby amended as set forth below:
1. Section 2.6 of the Plan is hereby amended and restated, effective as of
November 4, 1999, to read in its entirety as follows:
2.6 Change in Control.
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(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 (i) 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 (ii) 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 purposes of this subsection (a), the following
shall not constitute a Change in Control: (A) any acquisition directly from
the Company, (B) any acquisition by the Company or any corporation
controlled by the Company, (C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (D) 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 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 acquisition by
the Company or by Softkey as described above and shall, after such share
acquisition 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 of Control or (E) any acquisition pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection
(c) of this Section 2.6; provided, further, however, that for purposes of
this subsection (i), 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 (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board of Directors; provided, however, 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 through 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 of Directors;
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, (i) 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, (ii) 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 (iii) 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 of
Directors, providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
2. Section 2 of the Plan is hereby amended, effective as of November 4, 1999,
by adding new subsections 2.21, 2.23 and 2.24, reading in their entirety as
follows:
2.21. Rights Agreement. The Rights Agreement, dated as of February 7,
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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.
2.23. Softkey. Softkey Software Products Inc., an Ontario corporation.
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2.24. Softkey Exchangeable Shares. The Exchangeable Shares (as such term
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is defined in the Rights Agreement) in the capital stock of Softkey.
3. Section 2 of the Plan is hereby amended, effective as of November 4, 1999,
by renumbering the current subsections 2.21 and 2.22 as 2.22 and 2.25,
respectively.
4. Section 5.1 of the Plan is hereby amended and restated, effective as of
January 1, 2000, to read in its entirety as follows:
5.1 Benefit Accrual. Each employee who becomes a Participant under
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Section 3.1 and who remains in the employ of the Employer until age 60 and
until he becomes vested under Section 5.4 shall be entitled to a monthly
benefit beginning at age sixty (60) (or when there is a Termination, if
later) and continuing for the Participant's lifetime. Such monthly amount,
determined as of the Determination Date (as defined below), shall equal:
(a) for Participant's credited with at least five (5) years of
Service but not more than fifteen (15) years of Service, one-twelfth
(1/12th) of (i) times (ii) below, rounded to the nearest dollar, where
(i) is twenty-five percent (25%) of the Participant's Final
Average Compensation, determined as of the Determination Date,
and
(ii) is the fraction, not in excess of one (1), equal to the
number of Months of Service credited to the Participant as of the
Determination Date divided by one hundred eighty (180).
(b) for Participant's credited with more than fifteen (15) years of
Service, one-twelfth (1/12th) of twenty-five percent (25%) of the
Participant's Final Average Compensation, determined as of the
Determination Date, plus an additional 0.1666% for each month of
credited Service after fifteen (15) years up to a maximum total
percentage of thirty-five percent (35%).
"Determination Date" shall mean the date of Termination or the date the
Participant is no longer a full-time employee (scheduled to work a forty (40)
hour work week).
IN WITNESS WHEREOF, Mattel, Inc. has caused this Amendment No.1 to the
Mattel,Inc. Amended and Restated Supplemental Executive Retirement Plan to be
executed, effective as set forth above.
MATTEL, INC.
By: /s/ Alan Kaye
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Name: Alan Kaye
Title: Senior Vice President Human
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