EXHIBIT 10.34
AMENDMENT NO. 3 TO
MATTEL, INC. 1990 STOCK OPTION PLAN
The Mattel, Inc. 1990 Stock Option Plan (effective 5/10/95) (the
"Plan") is hereby amended as set forth below.
1. Section 2 of the Plan is hereby amended, effective as of November 4,
1999, by adding the following new subsections (e), (l), (m), and (n)
reading in their entirety as follows:
(e) "Cause" (1) "Cause" as defined in any individual employment
agreement between the Company or an affiliate and the
Participant, or (2) if there is no such individual employment
agreement or if it does not define Cause: (A) an act or acts of
dishonesty on the Participant's part that are intended to result
in the Participant's substantial personal enrichment at the
expense of the Company; (B) repeated violations by the
Participant of the Participant's obligations to the Company that
are demonstrably willful and deliberate on the Participant's
part and that resulted in material injury to the Company; (C)
conduct of a criminal nature that has, or that is more likely
than not to have a material adverse effect on the Company's
reputation or standing in the community, or on its continuing
relationships with its customers or those who purchase or use
its products; or (d) fraudulent conduct in connection with the
business or affairs of the Company, regardless of whether said
conduct is designed to defraud the Company or others.
(l) "Rights Agreement" the Rights 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.
(m) "Softkey" Softkey Software Products Inc., an Ontario
corporation.
(n) "Softkey Exchangeable Shares" the Exchangeable Shares
(as such term is defined in the Rights Agreement) in the
capital stock of Softkey.
2. Section 2 of the Plan is hereby amended, effective as of November 4,
1999, by renumbering the current subsections (e) through (j) as (f)
through (k).
3. The first sentence of Section 12 of the Plan is hereby amended,
effective as of February 10, 2000, to read in its entirety as follows:
"If the employment of a Participant terminates, other than pursuant to
paragraphs (a) through (e) of this Section 12, all unexercised,
deferred and unpaid Awards shall be cancelled 90 days after the date of
such termination of employment, unless the Award Agreement provides
otherwise."
4. Paragraph (c)(ii) of Section 12 of the Plan is hereby amended,
effective as of February 10, 2000, by adding the following additional
sentence to the end thereof, reading in its entirety as follows:
"Without limiting the generality of the foregoing, in such event, the
Participant's stock options shall remain outstanding until, and be
cancelled upon the first anniversary of the date of the Participant's
termination of employment because of disability, unless the Award
Agreement provides otherwise."
5. Section 12 of the Plan is hereby amended, effective as of November 4,
1999, by adding new subsections (d) and (e) to the end thereof,
reading in its entirety as follows:
(d) If the employment of a Participant terminates for Cause,
all unexercised, deferred and unpaid Awards shall be immediately
cancelled.
(e) Additionally, except to the extent the terms of a stock
option permit its later termination, notwithstanding the
provisions of this Section 12 and Section 13 to the contrary, in
the case of a Participant who incurs a termination of employment
other than for Cause during the 18-month period following a
Change in Control, any stock option held by such Participant may
thereafter be exercised by the Participant, to the extent it was
exercisable at the time of termination, or on such accelerated
basis as the Committee may determine, for (l) the longer of (A)
two years from the date of such termination of employment or (B)
such other period as may be provided in the Plan for such
termination of employment, or as the Committee may provide in
the Award Agreement, or (2) until expiration of the stated term
of such stock option, whichever period is shorter.
6. Section 19 of the Plan is hereby amended, effective as of November 4,
1999, to read in its entirety as follows:
(a) In the event of a Change in Control (as defined below) of
the Company, all Awards then outstanding shall become fully
exercisable as of the date of the Change in Control, and all
restrictions and conditions of all Awards then outstanding
shall be deemed satisfied as of the date of the Change in
Control.
(b) "Change in Control"
(1) 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 (A) 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 (B) 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 (1), the
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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
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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
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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 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 (E) any acquisition pursuant to a transaction which
complies with clauses (A), (B) and (C) of subsection (3) of this
Section; provided, further, however, that for purposes of this
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subsection (1), any Investing Person (as such term is defined in
the Rights Agreement) shall be deemed 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
(2) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any
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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
(3) 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, (A) 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
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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, (B)
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 (C)
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
(4) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
7. The foregoing amendments to the Plan shall apply (i) with respect to
awards granted under the Plan on or after the effective date specified
above for such amendment, as of the date of grant, and (ii) with
respect to awards previously granted under the Plan, effective as of
February 10, 2000.
* * *
IN WITNESS WHEREOF, the Company has caused this Amendment to
the 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
Resources
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