Mattel, Inc. Hourly Personal Investment Plan



 Exhibit 10.46 
 MATTEL, INC. 
 HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN

 Amended and restated effective as of January 1, 2006 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 ARTICLE I GENERAL
	  	1
			
	 1.1
	  	Plan Name	  	1
	 1.2
	  	Plan Purpose	  	1
	 1.3
	  	Effective Date	  	1
		
	 ARTICLE II DEFINITIONS
	  	1
			
	 2.1
	  	Accounts	  	1
	 2.2
	  	Affiliated Company	  	2
	 2.3
	  	After-Tax Contributions	  	3
	 2.4
	  	Applicable Appendix	  	3
	 2.5
	  	Basic Participant Contributions	  	3
	 2.6
	  	Before-Tax Contributions	  	3
	 2.7
	  	Beneficiary	  	3
	 2.8
	  	Board of Directors	  	3
	 2.9
	  	Code	  	3
	 2.10
	  	Committee	  	4
	 2.11
	  	Company	  	4
	 2.12
	  	Company Contributions	  	4
	 2.13
	  	Company Matching Contributions	  	4
	 2.14
	  	Company Stock	  	4
	 2.15
	  	Compensation	  	4
	 2.16
	  	Covered Group	  	5
	 2.17
	  	Deferral Limitation	  	6
	 2.18
	  	Distributable Benefit	  	6
	 2.19
	  	Effective Date	  	6
	 2.20
	  	Eligible Employee	  	6
	 2.21
	  	Employee	  	7
	 2.22
	  	Employment Commencement Date	  	8
	 2.23
	  	Entry Date	  	8
	 2.24
	  	ERISA	  	8
	 2.25
	  	Governance Committee	  	8
	 2.26
	  	Highly Compensated Employee	  	8
	 2.27
	  	Hour of Service	  	11
	 2.28
	  	Investment Manager	  	12
	 2.29
	  	Leased Employee	  	12
	 2.30
	  	Normal Retirement	  	12
	 2.31
	  	Normal Retirement Date	  	12
	 2.32
	  	Participant	  	12
	 2.33
	  	Participation Commencement Date	  	12
	 2.34
	  	Participating Company	  	13
	 2.35
	  	Period of Severance	  	13

  

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	 2.36
	  	Plan	  	13
	 2.37
	  	Plan Administrator	  	13
	 2.38
	  	Plan Year	  	13
	 2.39
	  	Severance Date	  	13
	 2.40
	  	Supplemental Participant Contributions	  	14
	 2.41
	  	Total and Permanent Disability	  	14
	 2.42
	  	Trust and Trust Fund	  	14
	 2.43
	  	Trustee	  	14
	 2.44
	  	Valuation Date	  	14
	 2.45
	  	Year of Service	  	14
		
	 ARTICLE III ELIGIBILITY AND PARTICIPATION
	  	15
			
	 3.1
	  	Eligibility to Participate	  	15
	 3.2
	  	Commencement of Participation	  	16
	 3.3
	  	Rehired Employees	  	16
		
	 ARTICLE IV TRUST FUND
	  	17
			
	 4.1
	  	Trust Fund	  	17
		
	 ARTICLE V EMPLOYEE CONTRIBUTIONS
	  	17
			
	 5.1
	  	Employee Contributions	  	17
	 5.2
	  	Amount Subject to Election	  	18
	 5.3
	  	Termination of, Change in Rate of, or Resumption of Deferrals	  	19
	 5.4
	  	Limitation on Before-Tax Contributions by Highly Compensated Employees	  	19
	 5.5
	  	Provisions for Disposition of Excess Before-Tax Contributions by Highly Compensated Employees	  	22
	 5.6
	  	Provisions for Return of Annual Before-Tax Contributions in Excess of the Deferral Limitation	  	24
	 5.7
	  	Character of Amounts Contributed as Before-Tax Contributions	  	26
	 5.8
	  	Rollover Contributions	  	26
		
	 ARTICLE VI COMPANY CONTRIBUTIONS
	  	27
			
	 6.1
	  	General	  	27
	 6.2
	  	Requirement for Net Profits	  	28
	 6.3
	  	Special Limitations on After-Tax Contributions and Company Matching Contributions	  	28
	 6.4
	  	Provision for Return of Excess After-Tax Contributions and Company Matching Contributions on Behalf of Highly Compensated Employees	  	31
	 6.5
	  	Forfeiture of Company Matching Contributions Attributable to Excess Deferrals or Contributions	  	33
	 6.6
	  	Investment and Application of Plan Contributions	  	33
	 6.7
	  	Irrevocability	  	35

  

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	 6.8
	  	Company, Committee and Trustee Not Responsible for Adequacy of Trust Fund	  	35
		
	 ARTICLE VII PARTICIPANT ACCOUNTS AND ALLOCATIONS
	  	36
			
	 7.1
	  	General	  	36
	 7.2
	  	Participants’ Accounts	  	36
	 7.3
	  	Revaluation of Participants’ Accounts	  	36
	 7.4
	  	Treatment of Accounts Following Termination of Employment	  	36
	 7.5
	  	Accounting Procedures	  	37
		
	 ARTICLE VIII VESTING; PAYMENT OF PLAN BENEFITS
	  	37
			
	 8.1
	  	Vesting	  	37
	 8.2
	  	Distribution Upon Retirement	  	39
	 8.3
	  	Distribution Upon Death Prior to Termination of Employment	  	40
	 8.4
	  	Death After Termination of Employment	  	41
	 8.5
	  	Termination of Employment	  	41
	 8.6
	  	Withdrawals	  	43
	 8.7
	  	Form of Distribution	  	47
	 8.8
	  	Election for Direct Rollover of Distributable Benefit to Eligible Retirement Plan	  	48
	 8.9
	  	Designation of Beneficiary	  	50
	 8.10
	  	Facility of Payment	  	51
	 8.11
	  	Requirement of Spousal Consent	  	51
	 8.12
	  	Additional Documents	  	51
	 8.13
	  	Company Stock Distribution	  	52
	 8.14
	  	Valuation of Accounts	  	52
	 8.15
	  	Forfeitures; Repayment	  	54
	 8.16
	  	Loans	  	54
	 8.17
	  	Special Rule for Disabled Employees	  	56
	 8.18
	  	Provision for Small Benefits	  	57
		
	 ARTICLE IX OPERATION AND ADMINISTRATION OF THE PLAN
	  	57
			
	 9.1
	  	Plan Administration	  	57
	 9.2
	  	Committee Powers	  	58
	 9.3
	  	Investment Manager	  	61
	 9.4
	  	Periodic Review	  	61
	 9.5
	  	Committee Procedure	  	61
	 9.6
	  	Compensation of Committee	  	62
	 9.7
	  	Resignation and Removal of Members	  	62
	 9.8
	  	Appointment of Successors	  	62
	 9.9
	  	Records	  	62
	 9.10
	  	Reliance Upon Documents and Opinions	  	63
	 9.11
	  	Requirement of Proof	  	63
	 9.12
	  	Reliance on Committee Memorandum	  	64

  

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	 9.13
	  	Multiple Fiduciary Capacity	  	64
	 9.14
	  	Limitation on Liability	  	64
	 9.15
	  	Indemnification	  	64
	 9.16
	  	Allocation of Fiduciary Responsibility	  	65
	 9.17
	  	Bonding	  	65
	 9.18
	  	Prohibition Against Certain Actions	  	65
	 9.19
	  	Plan Expenses	  	66
		
	 ARTICLE X SPECIAL PROVISIONS CONCERNING COMPANY STOCK
	  	66
			
	 10.1
	  	Securities Transactions	  	66
	 10.2
	  	Valuation of Company Securities	  	67
	 10.3
	  	Allocation of Stock Dividends and Splits	  	67
	 10.4
	  	Reinvestment of Dividends	  	68
	 10.5
	  	Voting of Company Stock	  	68
	 10.6
	  	Confidentiality Procedures	  	69
	 10.7
	  	Securities Law Limitation	  	69
		
	 ARTICLE XI MERGER OF COMPANY; MERGER OF PLAN
	  	69
			
	 11.1
	  	Effect of Reorganization or Transfer of Assets	  	69
	 11.2
	  	Merger Restriction	  	69
		
	 ARTICLE XII PLAN TERMINATION AND DISCONTINUANCE OF CONTRIBUTIONS
	  	70
			
	 12.1
	  	Plan Termination	  	70
	 12.2
	  	Discontinuance of Contributions	  	70
	 12.3
	  	Rights of Participants	  	71
	 12.4
	  	Trustee’s Duties on Termination	  	71
	 12.5
	  	Partial Termination	  	72
	 12.6
	  	Failure to Contribute	  	72
		
	 ARTICLE XIII APPLICATION FOR BENEFITS
	  	73
			
	 13.1
	  	Application for Benefits	  	73
	 13.2
	  	Action on Application	  	73
	 13.3
	  	Appeals	  	74
		
	 ARTICLE XIV LIMITATIONS ON CONTRIBUTIONS
	  	74
			
	 14.1
	  	General Rule	  	74
	 14.2
	  	Annual Additions	  	75
	 14.3
	  	Other Defined Contribution Plans	  	75
	 14.4
	  	Adjustments for Excess Annual Additions	  	75
	 14.5
	  	Disposition of Excess Amounts	  	77
	 14.6
	  	Affiliated Company	  	77
		
	 ARTICLE XV RESTRICTION ON ALIENATION
	  	77

  

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	 15.1
	  	General Restrictions Against Alienation	  	77
	 15.2
	  	Nonconforming Distributions Under Court Order	  	78
		
	ARTICLE XVI PLAN AMENDMENTS	  	79
			
	 16.1
	  	Amendments	  	79
	 16.2
	  	Retroactive Amendments	  	80
	 16.3
	  	Amendment of Vesting Provisions	  	80
		
	 ARTICLE XVII TOP-HEAVY PROVISIONS
	  	81
			
	 17.1
	  	Minimum Company Contributions	  	81
	 17.2
	  	Top-Heavy Determination	  	81
	 17.3
	  	Aggregation	  	83
		
	 ARTICLE XVIII MISCELLANEOUS
	  	84
			
	 18.1
	  	No Enlargement of Employee Rights	  	84
	 18.2
	  	Mailing of Payments; Lapsed Benefits	  	84
	 18.3
	  	Addresses	  	86
	 18.4
	  	Notices and Communications	  	86
	 18.5
	  	Reporting and Disclosure	  	86
	 18.6
	  	Governing Law	  	86
	 18.7
	  	Interpretation	  	87
	 18.8
	  	Certain Securities Laws Rules	  	87
	 18.9
	  	Withholding for Taxes	  	87
	 18.10
	  	Limitation on Company: Committee and Trustee Liability	  	87
	 18.11
	  	Successors and Assigns	  	87
	 18.12
	  	Counterparts	  	88
	 18.13
	  	Military Service	  	88

  

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 HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN 
 ARTICLE I 
 GENERAL 
  

	1.1	Plan Name. 

 This
instrument evidences the terms of a tax-qualified retirement plan for the Eligible Employees of Mattel, Inc. and its participating affiliates to be known as the “Mattel, Inc. Hourly Employee Personal Investment Plan” (“Plan”).

  

	1.2	Plan Purpose. 

 This Plan is intended to qualify under Code Section 401(a) as a profit sharing plan, although contributions may be made to the Plan without regard to profits, and with respect to the portion hereof intended to qualify as a Qualified
Cash or Deferred Arrangement, to satisfy the requirements of Code Section 401(k). 
 The Plan provisions contained in
Articles I through XVIII uniformly apply to all covered employees and groups within the Plan. The Appendices specify the applicable individual Plan provisions for each Covered Group which may differ as to eligibility requirements, contribution
levels, benefit levels and other unique features attributable to each Covered Group. 
  

	1.3	Effective Date. 

 The original effective date of this Plan is July 1, 1995. This amendment and restatement of the Plan reflects the provisions of the Plan in effect as of January 1, 2006, except as otherwise expressly provided herein.

 ARTICLE II 
 DEFINITIONS 
  

	2.1	Accounts. 

 “Accounts” or “Participant’s Accounts” means the following Plan accounts maintained by the Committee for each Participant as required by Article VII: 
 (a) “Before-Tax Contributions Account” shall mean the account established and maintained for each Participant under
Article VII for purposes of holding








 
and accounting for amounts held in the Trust Fund which are attributable to Participant Before-Tax Contributions, and any earnings thereon, in accordance with Article V. 
 (b) “After-Tax Contributions Account” shall mean the account established and maintained for each Participant under
Article VII to reflect amounts held in the Trust Fund on behalf of such Participant which are attributable to Participant After-Tax Contributions and any earnings thereon, in accordance with Article V. 
 (c) “Company Matching Account” shall mean the account established and maintained for each Participant under
Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to Company Matching Contributions, and any earnings thereon, pursuant to Section 6.1(c). 
 (d) “Company Contributions Account” shall mean the account established and maintained for each Participant under
Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to Company Contributions, and any earnings thereon, pursuant to Section 6.1(a). 
 (e) “Transfer/Rollover Account” shall mean the account established and maintained for each Participant under
Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to amounts distributed to the Participant from any other plan qualified under Code Section 401(a), or from an Individual
Retirement Account attributable to employer contributions under another plan qualified under Code Section 401(a), and any earnings on such amounts, as provided in Section 5.8. 
  

	2.2	Affiliated Company. 

 “Affiliated Company” shall mean: 
 (a) Any corporation that is included in a controlled group
of corporations, within the meaning of Section 414(b) of the Code, that includes the Company, 
 (b) Any
trade or business that is under common control with the Company within the meaning of Section 414(c) of the Code, 
 (c) Any member of an affiliated service group, within the meaning of Section 414(m) of the Code, that includes the Company, and 
  

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 (d) Any other entity required to be aggregated with the Company pursuant to
regulations under Section 414(o) of the Code. 
  

	2.3	After-Tax Contributions. 

 “After-Tax Contributions” shall mean those contributions by a Participant to the Trust Fund in accordance with Article V which do not qualify as Before-Tax Contributions. 
  

	2.4	Applicable Appendix. 

 “Applicable Appendix” shall mean the unique provisions which apply to a specific Covered Group outlined in the Appendices attached hereto and incorporated as part of the Plan. 
  

	2.5	Basic Participant Contributions. 

 “Basic Participant Contributions” shall mean those amounts which a Participant elects to contribute to the Plan in accordance with Article V at the rate of from one percent (1%) to six
percent (6%) of the Participant’s Compensation. 
  

	2.6	Before-Tax Contributions. 

 “Before-Tax Contributions” shall mean those amounts contributed to the Plan as a result of a salary or wage reduction election made by the Participant in accordance with Article V, to the extent such contributions qualify for
treatment as contributions made under a “qualified cash or deferred arrangement” within the meaning of Section 401(k) of the Code. 
  

	2.7	Beneficiary. 

 “Beneficiary” or “Beneficiaries” shall mean the person or persons last designated by a Participant as set forth in Section 8.9 or, if there is no designated Beneficiary or surviving Beneficiary, the person or
persons designated in Section 8.9 to receive the interest of a deceased Participant in such event. 
  

	2.8	Board of Directors. 

 “Board of Directors” shall mean the Board of Directors (or its delegate) of Mattel, Inc. as it may from time to time be constituted. 
  

	2.9	Code. 

 “Code” shall mean the Internal Revenue Code of 1986, as in effect on the date of execution of this Plan document and as thereafter amended from time to time. 
  

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	2.10	Committee. 

 “Committee” shall mean the Administrative Committee described in Article IX hereof. 
  

	2.11	Company. 

 “Company” shall mean Mattel, Inc., or any successor thereof, if its successor shall adopt this Plan. 
  

	2.12	Company Contributions. 

 “Company Contributions” shall mean amounts paid by a Participating Company into the Trust Fund in accordance with Section 6.1(a). 
  

	2.13	Company Matching Contributions. 

 “Company Matching Contributions” shall mean amounts paid by a Participating Company into the Trust Fund in accordance with Section 6.1(c). 
  

	2.14	Company Stock. 

 “Company Stock” shall mean whichever of the following is applicable: 
 (a) So long as the
Company has only one class of stock, that class of stock. 
 (b) In the event the Company at any time has more
than one class of stock, the class (or classes) of the Company’s stock constituting “employer securities” as that term is defined in Section 409A(l) of the Code. 
  

	2.15	Compensation. 

 (a) “Compensation” shall mean the full salary and wages (including overtime, shift differential, tips and holiday, vacation and sick pay) and other compensation paid by a Participating Company
during a Plan Year by reason of services performed by an Employee, including amounts deducted pursuant to authorization by an Employee or pursuant to requirements of law (including amounts of salary or wages deferred in accordance with the
provisions of Section 5.1 and which qualify for treatment under Code Section 401(k) or amounts deducted pursuant to Code Section 125, 129 or 132(f)(4)) except as specifically provided to the contrary elsewhere in this Plan.
Compensation shall not include any of the following: 
 (i) Fringe benefits and contributions by the
Participating Company to, and benefits under, any employee benefit plan; 
  

 4 








 (ii) Amounts paid or payable by reason of services performed during any
period in which an Employee is not a Participant under the Plan; 
 (iii) Amounts deferred by the Employee
pursuant to non-qualified deferred compensation plans, regardless of whether such amounts are includable in the Employee’s gross income for his current taxable year; 
 (iv) Amounts included in any Employee’s gross income with respect to life insurance as provided by Code Section 79;
and 
 (v) Amounts paid to Employees as “bonuses.” 
 (b) The term “Compensation,” for purposes of Article XIV of this Plan, shall mean wages as defined in
Section 3401(a) and all other payments of compensation to an Employee by the Company (in the course of the Company’s trade or business) for which the Company is required to furnish the Employee a written statement under Code
Sections 6041(d), 6051(a)(3) and 6052. Compensation for purposes of this Subsection (b) shall be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). The term “Compensation” for purposes of Article XIV of this Plan, shall include any elective deferral (as
defined in Code Section 402(g)) and any amount which is contributed or deferred by a Participating Company at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Section 125 or
132(f)(4). 
 (c) In the event that this Plan is deemed a Top-Heavy Plan as set forth in Article XVII, the
term “Compensation” shall not include amounts excluded by reason of and to the extent provided by any provisions of Article XXII. 
 (d) Effective for Plan Years commencing on and after January 1, 2002, the “Compensation” of any Employee taken into account under the Plan for any Plan Year shall not exceed $200,000 (or
such adjusted amount as may be prescribed for such Plan Year pursuant to Section 401(a)(17) of the Code). 
  

	2.16	Covered Group. 

 “Covered Group” shall mean a specific group of employees identified in an Applicable Appendix as covered under the Plan. 
  

 5 









	2.17	Deferral Limitation. 

 “Deferral Limitation” shall mean the dollar limitation on the exclusion of elective deferrals from a Participant’s gross income under Section 402(g) of the Code, as in effect with respect to the taxable year of the
Participant, or such greater limitation on the exclusion of elective deferrals permitted under Section 5.2(d) and Section 414(v) of the Code, if applicable. 
  

	2.18	Distributable Benefit. 

 “Distributable Benefit” shall mean the vested interest of a Participant in this Plan which is determined and distributable in accordance with the provisions of Article VIII following the termination of the Participant’s
employment. 
  

	2.19	Effective Date. 

 “Effective Date” shall mean the commencement date of coverage of the Plan’s provisions with respect to each Covered Group contained in each Applicable Appendix to the Plan. 
  

	2.20	Eligible Employee. 

 “Eligible Employee” shall mean any individual who is a member of a Covered Group and is an Employee employed by a Participating Company, except 
 (a) any Employee who is covered by a collective bargaining agreement to which a Participating Company is a party if there is
evidence that retirement benefits were the subject of good faith bargaining between the Participating Company and the collective bargaining representative, unless the collective bargaining agreement provides for coverage under this Plan, 

(b) any Employee who is a Leased Employee; 
 (c) any Employee who is an intern, toy tester, department aide, associate retail services representative or in the following
pay groups: AFL or MAG; 
 (d) any Employee who is employed outside the United States who has been transferred to
the United States for a period of less than twelve (12) months, or 
 (e) any person who is classified by a
Participating Company as being in one or more of the following ineligible categories, even if the Participating Company’s classification is incorrect or the person is otherwise determined to be a common law employee of the Participating
Company: 
  

 6 








 (i) Project Employees - persons who the Participating Company classifies as
employed to work on discrete projects or creative matters, or the equivalent (such as students or interns), except to the extent the Participating Company, by written notice, elects to extend Plan participation to them; 
 (ii) Persons Waiving Participation - persons to whom the Participating Company did not extend the opportunity of
participating in this Plan, and who, as determined by the Participating Company, agreed to such nonparticipation status; 
 (iii) Persons Not Classified As Employees for Tax Purposes - persons who the Participating Company does not classify as Employees for federal tax purposes, as evidenced by its failure to withhold
employment and income taxes from their compensation, including, without limitation, independent contractors, consultants, persons working for a nonparticipating employer that provides goods or services (including temporary employee services) to the
Participating Company, and persons working for an entity for whom the Participating Company provides goods or services; 
 (iv) Non-Employees Taken into Account for Discrimination Testing or Other Statutory Purposes - persons who are not classified by the Participating Company as its Employees, but who must be taken into account in testing this Plan for
discrimination or for other statutory purposes; or 
 (v) Employees on Terminal Leave - persons who the
Participating Company has determined to have permanently ceased to render active services but who it continues to treat as employees for certain purposes, except to the extent the Participating Company, by written notice, elects to extend Plan
participation to them. 
  

	2.21	Employee. 

 (a) “Employee” shall mean each person currently employed in any capacity by the Company or Affiliated Company any portion of whose income is subject to withholding of income tax and/or for whom Social Security contributions are
made by the Company. The term “Employee” also includes a Leased Employee to the extent required by Code Section 414(n). 
 (b) Although Eligible Employees are the only class of Employees eligible to participate in this Plan, the term “Employee” is used to refer to persons employed in a non-Eligible Employee capacity
as well as Eligible Employee category.

  

 7 








 
Thus, those provisions of this Plan that are not limited to Eligible Employees, such as those relating to Hours of Service, apply to both Eligible and non-Eligible Employees. 
  

	2.22	Employment Commencement Date. 

 “Employment Commencement Date” shall mean each of the following: 
 (a) The date on which an Employee first performs an Hour of Service in any capacity for the Company or an Affiliated Company with respect to which the Employee is compensated or is entitled to compensation by the Company or the Affiliated
Company. 
 (b) In the case of an Employee who has a one-year Period of Severance and who is subsequently
reemployed by the Company or an Affiliated Company, the term “Employment Commencement Date” shall also mean the first day following such one-year Period of Severance on which the Employee performs an Hour of Service for the Company or an
Affiliated Company with respect to which he is compensated or entitled to compensation by the Company or Affiliated Company. 
  

	2.23	Entry Date. 

 “Entry Date” shall mean the first day of each month. 
  

	2.24	ERISA. 

 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. 
  

	2.25	Governance Committee. “Governance Committee” means the Governance and Social Responsibility Committee of the Board of Directors.


  

	2.26	Highly Compensated Employee. 

 (a) “Highly Compensated Employee” shall mean any Employee who performs services for the Company or an Affiliated Company during the Determination Year and who: 
 (i) was at any time during the Determination Year or the Look Back Year a 5% owner; or 
 (ii) for the Look Back Year: 
 (A) received Compensation from the Company or an Affiliated Company in excess of eighty thousand dollars ($80,000)

  

 8 








 
(adjusted for any cost-of-living increase as permitted by Section 414(q) of the Code); and 
 (B) was in the “top paid group.” 
 The determination of which Employees
are Highly Compensated Employees shall be made in accordance with the provisions of Section 414(q) of the Code. 
 (b) Determination of a Highly Compensated Employee shall be in accordance with the following definitions and special rules: 
 (i) “Determination Year” means the Plan Year for which the determination of Highly Compensated Employee is being made. 
 (ii) “Look Back Year” is the twelve (12) month period preceding the Determination Year. 
 (iii) An Employee shall be treated as a 5% owner for any Determination Year or Look Back Year if at any time during such Year
such Employee was a 5% owner (as defined in Section 17.2). 
 (iv) An Employee is in the “top-paid
group” of Employees for any Determination Year or Look Back Year if such Employee is in the group consisting of the top twenty percent (20%) of the Employees when ranked on the basis of Compensation paid during such Year. 
 (v) In determining whether an Employee is a Highly Compensated Employee for the Plan Year beginning January 1, 1997,
this Section 2.26 (as amended effective January 1, 1997) shall be treated as having been in effect for the Plan Year beginning January 1, 1996. 
 (vi) For purposes of this Section the term “Compensation” means Compensation as defined in Code
Section 415(c)(3), as set forth in Section 2.15(b), without regard to the limitations of Section 2.15(d); provided, however, the determination under this Paragraph (vii) shall be made without regard to Code Sections 125,
132(f)(4), 402(a)(8), and 401(h)(1)(B), and in the case of Participant contributions made pursuant to a salary reduction agreement, without regard to Code Section 403(b). 
  

 9 








 (vii) For purposes of determining the number of Employees in the
“top-paid” group under this Section, the following Employees shall be excluded: 
 (A) Employees who
have not completed six (6) months of service, 
 (B) Employees who normally work less than 17-1/2 hours per
week, 
 (C) Employees who normally work not more than six (6) months during any Plan Year, and 

(D) Employees who have not attained age 21, 
 (E) Except to the extent provided in Treasury Regulations, Employees who are included in a unit of employees covered by an
agreement which the Secretary of Labor finds to be a collective bargaining agreement between Employee representatives and the Company, and 
 (F) Employees who are nonresident aliens and who receive no earned income (within the meaning of Code Section 911(d)(2) from the Company which constitutes income from sources within the United States
(within the meaning of Code Section 861(a)(3)). 
 The Company may elect to apply Subparagraphs (A)
through (D) above by substituting a shorter period of service, smaller number of hours or months, or lower age for the period of service, number of hours or months, or (as the case may be) than as specified in such Subparagraphs. 
 (viii) A former Employee shall be treated as a Highly Compensated Employee if 
 (A) such Employee was a Highly Compensated Employee when such Employee incurred a severance, or 
 (B) such Employee was a Highly Compensated Employee at any time after attaining age fifty-five (55). 
 (ix) Code Sections 414(b), (c), (m), and (o) shall be applied before the application of this Section. Also, the
term “Employee” shall include

  

 10 








 
Leased Employees unless such Leased Employee is covered under a “safe harbor” plan of the leasing organization and not covered under a qualified plan of the Affiliated Company.

 (c) To the extent permissible under Code Section 414(q), the Committee may determine which Employees
shall be categorized as Highly Compensated Employees by applying a simplified method and calendar year election prescribed by the Internal Revenue Service. 
  

	2.27	Hour of Service. 

 (a) “Hour of Service” of an Employee shall mean the following: 
 (i) Each hour for which the Employee is paid by the Company or an Affiliated Company or entitled to payment for the performance of services as an Employee. 
 (ii) Each hour in or attributable to a period of time during which the Employee performs no duties (irrespective of whether
he has terminated his Employment) due to a vacation, holiday, illness, incapacity (including pregnancy or disability), layoff, jury duty, military duty or a Leave of Absence, for which he is so paid or so entitled to payment, whether direct or
indirect. However, no such hours shall be credited to an Employee if such Employee is directly or indirectly paid or entitled to payment for such hours and if such payment or entitlement is made or due under a plan maintained solely for the purpose
of complying with applicable workmen’s compensation, unemployment compensation or disability insurance laws or is a payment which solely reimburses the Employee for medical or medically related expenses incurred by him. 
 (iii) Each hour for which he is entitled to back pay, irrespective of mitigation of damages, whether awarded or agreed to by
the Company or an Affiliated Company, provided that such Employee has not previously been credited with an Hour of Service with respect to such hour under paragraphs (i) or (ii) above. 
 (b) Hours of Service under Subsections (a) (ii) and (a) (iii) shall be calculated in accordance with
Department of Labor Regulation 29 C.F.R. § 2530.200b-

  

 11 








 
2(b). Hours of Service shall be credited to the appropriate computation period according to the Department of Labor Regulation § 2530.200b-2(c). However, an Employee will not be considered
as being entitled to payment until the date when the Company or the Affiliated Company would normally make payment to the Employee for such Hour of Service. 
  

	2.28	Investment Manager. 

 “Investment Manager” means the one or more Investment Managers, if any, that are appointed pursuant to Section 9.3. 
  

	2.29	Leased Employee. 

 “Leased Employee” means any individual who is not an employee of any Affiliated Company but who performs services for an Affiliated Company, where: 
 (a) such services are provided pursuant to an agreement between the member and any other person (the “leasing
organization”); 
 (b) the individual has performed such services for the Affiliated Company, or for the
Affiliated Company and any “related persons” determined under Section 414(n)(6) of the Code, on a substantially full-time basis for a period of at least one (1) year; and 
 (c) such services are performed under the primary direction or control of the recipient. 
  

	2.30	Normal Retirement. 

 “Normal Retirement” shall mean a Participant’s termination of employment on or after attaining the Plan’s Normal Retirement Date. 
  

	2.31	Normal Retirement Date. 

 “Normal Retirement Date” shall be the Participant’s sixty-fifth birthday. 
  

	2.32	Participant. 

 “Participant” shall mean any Eligible Employee who has satisfied the participation eligibility requirements set forth in Section 3.1 and has begun participation in this Plan in accordance with the provisions of
Section 3.2. 
  

	2.33	Participation Commencement Date. 

 “Participation Commencement Date” shall mean the day on which an Employee’s participation in this Plan may commence in accordance with the provisions of Article III. 
  

 12 









	2.34	Participating Company. 

 “Participating Company” shall mean Mattel, Inc., Mattel Sales, Inc., Fisher-Price, Inc., Tyco Toys, Inc., PrintPaks, Inc., American Girl, Inc. and any other Affiliated Company (or similar entity) that has been granted permission
by the Board of Directors to participate in this Plan, provided that contributions are being made hereunder for the Employees of such Participating Company. Permission to become a Participating Company shall be granted under such conditions and upon
such conditions as the Board of Directors deems appropriate. 
  

	2.35	Period of Severance. 

 “Period of Severance” shall mean the period of time commencing on the Participant’s Severance Date and continuing until the first day, if any, on which the Participant completes one or more Hours of Service following such
Severance Date. 
  

	2.36	Plan. 

 “Plan” shall mean the Mattel, Inc. Hourly Employee Personal Investment Plan herein set forth, and as it may be amended from time to time. 
  

	2.37	Plan Administrator. 

 “Plan Administrator” shall mean the administrator of the Plan, within the meaning of Section 3(16)(A) of ERISA. The Plan Administrator shall be Mattel, Inc. 
  

	2.38	Plan Year. 

 “Plan Year” shall mean the fiscal year of the Company which is the twelve consecutive month period ending each December 31. 
  

	2.39	Severance Date. 

 “Severance Date” shall mean the earlier of (a) the date on which an Employee quits, retires, is discharged, or dies; or (b) the first anniversary of the first date of a period in which an Employee remains absent from
service (with or without pay) with the Company or an Affiliated Company for any reason other than quit, retirement, discharge or death (such as vacation, holiday, sickness, disability, leave of absence or layoff). 
 In the case of an Employee who has a maternity or paternity absence described in Code Sections 410(a)(5)(E) and 411(a)(6)(E), the
Employee’s Period of Severance will begin on the second anniversary of the date the Employee is first absent for a maternity or paternity leave, provided the Employee does not perform an Hour of Service during such period. The first one-year
period of the absence will be included in the Employee’s period of service and the second

  

 13 








 
one-year period is neither part of the period of service nor part of the Period of Severance. The Committee may require that the Employee furnish such timely information as the Committee may
reasonably require to establish that the absence from work is for such a maternity or paternity absence, and the number of days for which there was such an absence. 
  

	2.40	Supplemental Participant Contributions. 

 “Supplemental Participant Contributions” shall mean those amounts which a Participant elects to contribute to the Plan in accordance with Article V in excess of the Participant’s Basic
Participant Contributions. 
  

	2.41	Total and Permanent Disability. 

 An individual shall be considered to be suffering from a Total and Permanent Disability if he has been unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment which has lasted for a continuous period of at least 12 months. An individual’s disabled status shall be determined by the Committee, based on such evidence as the Committee determines to be sufficient. The rules of this
Section shall be applied by the Committee in accordance with Treasury Regulations, if any, promulgated under Code Section 415 or Code Section 37(e)(3). 
  

	2.42	Trust and Trust Fund. 

 “Trust” or “Trust Fund” shall mean the one or more trusts created for funding purposes under the Plan. 
  

	2.43	Trustee. 

 “Trustee” shall mean the corporation appointed by the Company to act as Trustee of the Trust Fund, or any successor or other corporation acting as a trustee of the Trust Fund. 
  

	2.44	Valuation Date. 

 “Valuation Date” shall mean each day on which the United States financial markets are open for the normal transactions of business. 
  

	2.45	Year of Service. 

 “Year of Service” means three hundred sixty five (365) days included in a period of service recognized under this Section 2.45. 
 (a) Subject to the succeeding provisions of this Section 2.45, a Participant shall be credited with a period of service
equal to the elapsed time between his Employment Commencement Date and his subsequent Severance Date. 
  

 14 








 (b) A Participant additionally shall receive credit for a Period of
Severance in computing his service hereunder if such Participant completes an Hour of Service prior to the first anniversary of his Severance Date. Except as provided in this Section 2.45(b), a Period of Severance shall not be included in a
Participant’s period of service hereunder. 
 (c) If a Participant who does not have any vested interest in
his accounts under the Plan has five (5) consecutive one-year Periods of Severance, any prior period of service shall be disregarded for all purposes of the Plan. Periods of service credited under this Section 2.45 before such five
(5) consecutive one-year Periods of Severance shall not include any period or periods of service that are not required to be taken into account under this Section 2.45(c) by reason of any prior Periods of Severance. 
 (d) The number of a Participant’s Years of Service for vesting shall be determined by reference to each three hundred
sixty five day period of service recognized under this Section 2.45, whether or not consecutive. 
 (e)
Notwithstanding any other provision of this Plan, service performed by Employees for employers other than the Company or Affiliated Companies may be taken into account in computing service for any purpose of this Plan to the extent and in the manner
determined by resolution of the Administrative Committee in its sole discretion. 
 (f) Notwithstanding any other
provision of this Plan, service performed for an Affiliated Company prior to such entity becoming an Affiliated Company may be taken into account for purposes of computing service for any purpose of this Plan to the extent and in the manner
determined by resolution of the Board of Directors of the Company in its sole discretion. 
 ARTICLE III 
 ELIGIBILITY AND PARTICIPATION 
  

	3.1	Eligibility to Participate. 

 (a) Each Eligible Employee shall be eligible to become a Participant in the Plan on the later of: (i) the Entry Date coinciding with or next following such Eligible

  

 15 








 
Employee’s satisfaction of the age and service requirements specified in the Applicable Appendix; or (ii) the Effective Date specified in the Applicable Appendix. 
 (b) An Employee who did not become a Participant on the Entry Date coincident with or next following the date on which he
satisfied the age and service requirements specified in the Applicable Appendix because he was not then an Eligible Employee shall become a Participant as of the first day on which he or she again becomes an Eligible Employee. 
 (c) Notwithstanding the preceding rules of this Section 3.1, the actual date upon which an Employee will commence
participation will be determined pursuant to the rules of Section 3.2. 
  

	3.2	Commencement of Participation. 

 (a) Each Eligible Employee who had become a Participant in the Plan prior to the Effective Date of this restatement shall participate in the Plan from and after such date to the extent provided in the
Plan. 
 (b) Each Eligible Employee shall be entitled to commence participation in this Plan with respect to
Company Contributions, Before-Tax Contributions, Company Matching Contributions and After-Tax Contributions as of the date he becomes an Eligible Employee. 
 (c) The Committee may prescribe such rules as it deems necessary or appropriate regarding times and procedures for Participants to make elections to contribute a portion of Compensation as provided in
Section 5.1. 
  

	3.3	Rehired Employees. 

 (a) A Participant who has a termination of employment after satisfying the age and service requirements specified in the Applicable Appendix and has no vested interest in his Accounts and subsequently
becomes an Eligible Employee, shall thereupon be eligible to become a Participant, unless his or her Period of Severance is five years or longer in which case he or she shall be treated as a new Employee. 
 (b) A Participant who has a termination of employment and has a vested interest in his Accounts and subsequently becomes an
Eligible Employee shall thereupon be eligible to become a Participant. 
  

 16 








 ARTICLE IV 
 TRUST FUND 
  

	4.1	Trust Fund. 

 (a) The Company has entered into a Trust Agreement for the establishment of a Trust to hold the assets of the Plan. Simultaneously with the establishment of this Plan the Company shall pay to the Trustee
a specified sum of money as its initial contribution to the Trust Fund. The Trustee shall acknowledge receipt of this contribution and shall agree to hold and administer this contribution together with such additional funds and assets that may be
subsequently deposited with the Trustee pursuant to the terms of this Plan. 
 (b) The Trust Fund is authorized
to invest in either Company Stock or such other assets as the Committee or the Investment Manager (if applicable) may direct. Participants may direct the investment of the assets in their Accounts in the Trust Fund from among the acceptable
investment alternatives which the Committee may from time to time make available. The Committee shall provide Participants with such alternative investment election options and such information regarding the investment alternatives available under
the Plan as shall be necessary to comply with the regulations issued by the Department of Labor pursuant to ERISA Section 404(c). 
 (c) The Committee shall not be required to engage in any transaction, including without limitation, directing the purchase or sale of Company Stock, which it determines in its sole discretion, might tend
to subject itself, its members, the Plan, the Company, or any Participant to liability under federal or state securities law. 
 ARTICLE V 
 EMPLOYEE CONTRIBUTIONS 
  

	5.1	Employee Contributions. 

 In accordance with rules which the Committee shall prescribe from time to time, each Participant shall be given an opportunity to elect to have a percentage of his or her Compensation contributed to the Plan. A contribution election by a
Participant shall remain in

  

 17 








 
effect from year to year (notwithstanding salary or wage rate changes) until changed by the Participant. At the election of the Participant, contributions shall be made as Before-Tax
Contributions, After-Tax Contributions or a combination thereof. 
  

	5.2	Amount Subject to Election. 

 (a) Subject to the limitations of this Article V, the amount of an individual’s Compensation that may be contributed subject to the election provided in Section 5.1 shall be a whole
percentage of the individual’s Compensation, which percentage is not less than one percent (1%) nor more than the percentage specified in the Applicable Appendix. 
 (b) No Participant shall be permitted to make Before-Tax Contributions in excess of the Deferral Limitation. Any election by
a Participant to make Before-Tax Contributions shall be deemed to include an election to automatically substitute After-Tax Contributions for such Before-Tax Contributions, effective for the period starting on the date immediately following the date
the Participant’s Before-Tax Contributions for a calendar year equal the Deferral Limitation and ending on the immediately following December 31. In the event a Participant’s Before-Tax Contributions exceed the Deferral Limitation,
excess contributions shall be subject to the provisions of Section 5.6. 
 (c) For purposes of satisfying
one of the tests described under Section 5.4 and Section 6.3, the Committee may prescribe such rules as it deems necessary or appropriate regarding the maximum amount that a Participant may elect to contribute and the timing of such an
election. These rules may prescribe a maximum percentage of Compensation that may be contributed, or may provide that the maximum percentage of Compensation that a Participant may contribute will be a lower percentage of his Compensation above a
certain dollar amount of Compensation than the maximum deferral percentage below that dollar amount of Compensation. These rules shall apply to all individuals eligible to make the election described in Section 5.1, except to the extent that
the Committee prescribes special or more stringent rules applicable only to Highly Compensated Employees. 
 (d)
Notwithstanding the foregoing, all Participants who are eligible to make Before-Tax Contributions under this Plan and who have attained age fifty (50)

  

 18 








 
before the close of a Plan Year shall be eligible to make catch-up contributions during such Plan Year in accordance with, and subject to the limitations of, Code Section 414(v). Such
catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Section 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of
the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. 
  

	5.3	Termination of, Change in Rate of, or Resumption of Deferrals. 

 (a) A Participant may at any time submit a request to the Committee to terminate his contributions made pursuant to this
Article V. 
 (b) A Participant may at any time (but not more frequently than once every two weeks) submit a
request to the Committee to alter the rate of, or resume his contributions made pursuant to this Article V. 
 (c) A request for termination, alteration, or resumption or alteration of the rate of contributions shall be in form satisfactory to the Committee and will be effective as soon as administratively possible. The Committee may require at
least thirty (30) days notice prior to commencement of the payroll period for which such change is to be effective. 
  

	5.4	Limitation on Before-Tax Contributions by Highly Compensated Employees. 

 With respect to each Plan Year, Participant Before-Tax Contributions under the Plan for the Plan Year shall not exceed the limitations on
contributions on behalf of Highly Compensated Employees under Section 401(k) of the Code, as provided in this Section. In the event that Before-Tax Contributions under this Plan on behalf of Highly Compensated Employees for any Plan Year exceed
the limitations of this Section for any reason, such excess contributions and any income allocable thereto shall be returned to the Participant or recharacterized as Participant After-Tax Contributions, as provided in Section 5.5. 

(a) The Before-Tax Contributions by a Participant for a Plan Year shall satisfy the Average Deferral Percentage test set
forth in (i)(A) below, or the alternative Average Deferral Percentage test set forth in (i)(B) below. To the extent required by regulations under Code Section 401(m), the Before-Tax Contributions by a

  

 19 








 
Participant for any Plan Year ending prior to January 1, 2002 also shall satisfy the test identified in (ii) below. 
 (i) (A) The “Actual Deferral Percentage” for Eligible Employees who are Highly Compensated Employees for a
Plan Year shall not be more than the “Actual Deferral Percentage” of all other Eligible Employees for the “Comparison Year” (as hereinafter defined) multiplied by 1.25, or 
 (i) (B) The excess of the “Actual Deferral Percentage” for Eligible Employees who are Highly Compensated
Employees for a Plan Year over the “Actual Deferral Percentage” for all other Eligible Employees for the Comparison Year shall not be more than two (2) percentage points, and the “Actual Deferral Percentage” for Eligible
Employees who are Highly Compensated Employees for a Plan Year shall not be more than the “Actual Deferral Percentage” of all other Eligible Employees for the Comparison Year multiplied by 2.00. 
 (ii) The Average Contribution Percentage for any Plan Year ending prior to January 1, 2002 for Highly Compensated
Employees eligible to participate in this Plan and a plan of the Company or an Affiliated Company that is subject to the limitations of Section 401(m) of the Code including, if applicable, this Plan, shall be reduced in accordance with
Section 6.4, to the extent necessary to satisfy the requirements of Treasury Regulations Section 1.401(m)-2. The multiple use test described in Treasury Regulations Section 1.401(m)-2 shall not apply for Plan Years beginning after
December 31, 2001. 
 The “Comparison Year” is the Plan Year being tested. 
 (b) For the purposes of the limitations of this Section 5.4, the following definitions shall apply: 
 (i) “Actual Deferral Percentage” means, with respect to Eligible Employees who are Highly Compensated Employees and
all other Eligible Employees for a Plan Year, the average of the ratios, calculated separately for each Eligible Employee in such group, of the amount of Before-Tax Contributions under the Plan allocated to each Eligible Employee for such Plan Year
to such Employee’s “Compensation” for such Plan Year. An Eligible

  

 20 








 
Employee’s Before-Tax Contributions may be taken into account for purposes of determining his Actual Deferral Percentage for a particular Plan Year only if such Before-Tax Contributions
relate to Compensation that either would have been received by the Eligible Employee in the Plan Year (but for the deferral election), or is attributable to services performed in the Plan Year and would have been received by the Eligible Employee
within two and one-half (2 1/2) months after the close of the Plan Year (but for the deferral election), and such Before-Tax Contributions are allocated to the Eligible Employee as of a date within that Plan Year. For purposes of this rule, an
Eligible Employee’s Before-Tax Contributions shall be considered allocated as of a date within a Plan Year only if (A) the allocation is not contingent upon the Eligible Employee’s participation in the Plan or performance of services
on any date subsequent to that date, and (B) the Before-Tax Contribution is actually paid to the Trust no later than the end of the twelve month period immediately following the Plan Year to which the contribution relates. To the extent
determined by the Committee and in accordance with regulations issued by the Secretary of the Treasury, contributions on behalf of an Eligible Employee that satisfy the requirements of Code Section 401(k)(3)(C) (ii) may also be taken into
account for the purpose of determining the Actual Deferral Percentage of such Eligible Employee. 
 (ii)
“Compensation” means Compensation determined by the Committee in accordance with the requirements of Section 414(s) of the Code, including, to the extent elected by the Committee, amounts deducted from an Employee’s wages or
salary that are excludable from income under Sections 125, 129, 132(f)(4) or 402(e)(3) of the Code. 
 (c)
In the event that as of the last day of a Plan Year this Plan satisfies the requirements of Section 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans which include arrangements under Code Section 401(k), then
this Section 5.4 shall be applied by determining the Actual Deferral Percentages of Eligible Employees as if all such plans were a single plan, in accordance with regulations prescribed by the Secretary of the Treasury under Section 401(k)
of the Code. 
  

 21 








 (d) For the purposes of this Section, the Actual Deferral Percentage for any
Highly Compensated Employee who is a participant under two or more Code Section 401(k) arrangements of the Company or an Affiliated Company shall be determined by taking into account the Highly Compensated Employee’s Compensation under
each such arrangement and contributions under each such arrangement which qualify for treatment under Code Section 401(k), in accordance with regulations prescribed by the Secretary of the Treasury under Section 401(k) of the Code.

 (e) For purposes of this Section, the amount of Before-Tax Contributions by a Participant who is not a Highly
Compensated Employee for a Plan Year shall be reduced by any Before-Tax Contributions in excess of the Deferral Limitation which have been distributed to the Participant under Section 5.6, in accordance with regulations prescribed by the
Secretary of the Treasury under Section 401(k) of the Code. 
 (f) The determination of the Actual Deferral
Percentage of any Participant shall be made after applying the provisions of Section 14.5 relating to certain limits on Annual Additions under Section 415 of the Code. 
 (g) The determination and treatment of Before-Tax Contributions and the Actual Deferral Percentage of any Participant shall
satisfy such other requirements as may be prescribed by the Secretary of the Treasury. 
 (h) The Committee shall
keep or cause to have kept such records as are necessary to demonstrate that the Plan satisfies the requirements of Code Section 401(k) and the regulations thereunder, in accordance with regulations prescribed by the Secretary of the Treasury.

  

	5.5	Provisions for Disposition of Excess Before-Tax Contributions by Highly Compensated Employees. 

 (a) The Committee shall determine, as soon as is reasonably possible following the close of each Plan Year, the extent, if
any, to which deferral treatment under Code Section 401(k) may not be available for Before-Tax Contributions by Highly Compensated Employees. If, pursuant to the determination by the Committee, any or all of a Participant’s Before-Tax
Contributions are not eligible for tax-deferral treatment, then any excess Before-Tax Contributions and any income for that Plan Year (and to the

  

 22 








 
extent required by the Code, gains and income for the Plan Year in which distributed) allocable thereto shall be disposed of in accordance with (i) or (ii) below. 
 (i) To the extent permissible under Section 6.3, excess Before-Tax Contributions by the Highly Compensated Employee in a
Plan Year may be recharacterized as After-Tax Contributions for the Plan Year not later than two and one-half (2-1/2) months following the close of the Plan Year. Any recharacterization shall be effective retroactive to the date of the Highly
Compensated Employee’s earliest Before-Tax Contributions during the Plan Year in which the excess Before-Tax Contributions were made. To the extent required by Treas. Reg. Section 1-401(k)-l(f)(3), Before-Tax Contributions recharacterized
as After-Tax Contributions shall continue to be treated as Before-Tax Contributions for purposes of Article VIII. 
 (ii) To the extent a Participant’s Before-Tax Contributions cannot be recharacterized in accordance with (i) above, any excess Before-Tax Contributions in a Plan Year shall, if administratively feasible, be distributed to the
Participant not later than two and one-half (2-1/2) months following the close of the Plan Year in which such excess Before-Tax Contributions were made, but in any event no later than the close of the first Plan Year following the Plan Year in which
such excess Before-Tax Contributions were made (after withholding any applicable income taxes due on such amounts). 
 (b) For purposes of this Section, the amount of excess Before-Tax Contributions to be distributed to a Participant for a Plan Year or recharacterized shall be reduced by the amount of any Before-Tax Contributions in excess of the Deferral
Limitation (for the Participant’s taxable year that ends with or within the Plan Year) which have been distributed to the Participant under Section 5.6, in accordance with regulations prescribed by the Secretary of the Treasury under
Section 401(k) of the Code. 
 (c) The Committee shall determine the aggregate amount of any excess
Before-Tax Contributions by Highly Compensated Employees for a Plan Year by application of the leveling method set forth in Treasury Regulation Section 1.401(k)-l(f)(2) under which the Deferral Percentage of the Highly Compensated Employee who
has the highest Deferral Percentage for such Plan Year is reduced to the extent required

  

 23 








 
(i) to enable the Plan to satisfy the Actual Deferral Percentage test, or (ii) to cause such Highly Compensated Employee’s Deferral Percentage to equal the Deferral Percentage of the
Highly Compensated Employee with the next highest Deferral Percentage. The recharacterization or distribution (as the case may be) of any excess Before-Tax Contributions shall be made on the basis of the dollar amounts (rather than the individual
Deferral Percentages) of the Before-Tax Contributions by Highly Compensated Employees, beginning with the highest such amount. 
 (d) For purposes of satisfying the Actual Deferral Percentage test, income allocable to a Participant’s excess Before-Tax Contributions, as determined under (b) above, shall be determined in
accordance with any reasonable method used by the Plan for allocating income to Participant Accounts, provided such method does not discriminate in favor of Highly Compensated Employees and is consistently applied to all Participants for all
corrective distributions or recharacterizations under the Plan for a Plan Year. The Committee shall not be liable to any Participant (or his Beneficiary, if applicable) for any losses caused by misestimating the amount of any Before-Tax
Contributions in excess of the limitations of this Article V and any income allocable to such excess. 
 (e) To
the extent required by regulations under Section 401(k) or 415 of the Code, any excess Before-Tax Contributions with respect to a Highly Compensated Employee shall be treated as Annual Additions under Article XIV for the Plan Year for
which the excess Before-Tax Contributions were made, notwithstanding the distribution or recharacterization of such excess in accordance with the provisions of this Section. 
  

	5.6	Provisions for Return of Annual Before-Tax Contributions in Excess of the Deferral Limitation. 

 (a) In the event that due to error or otherwise, a Participant’s Before-Tax Contributions under this Plan exceed the
Deferral Limitation for any calendar year (but without regard to amounts of compensation deferred under any other plan), the excess Before-Tax Contributions for the Plan Year, if any, together with income allocable to such amount shall be
distributed to the Participant on or before the first April 15 following the close of the calendar year in which such excess contribution is made. The amount of excess Before-Tax Contributions that may be distributed to a Participant under

  

 24 








 
this Section for any taxable year shall be reduced by any excess Before-Tax Contributions previously distributed or recharacterized in accordance with Section 5.5 for the Plan Year beginning
with or within such taxable year. 
 (i) Income on Before-Tax Contributions in excess of the Deferral Limitation
shall be calculated in accordance with Section 5.5(b), except calculations of allocable income shall be made with reference to the calendar year (if the Plan Year is not the calendar year). 
 (ii) The Committee shall not be liable to any Participant (or his Beneficiary, if applicable) for any losses caused by
misestimating the amount of any Before-Tax Contributions in excess of the limitations of this Article V and any income allocable to such excess. 
 (b) If in any calendar year a Participant makes Before-Tax Contributions under this Plan and additional elective deferrals, within the meaning of Code Section 402(g)(3), under any other plan
maintained by the Company or an Affiliated Company, and the total amount of the Participant’s elective deferrals under this Plan and all such other plans exceed the Deferral Limitation, the Company and each Affiliated Company maintaining a plan
under which the Participant made any elective deferrals shall notify the affected plans in writing, and corrective distributions of the excess elective deferrals, and any income allocable thereto, shall be made from one or more such plans, to the
extent determined by the Company and each Affiliated Company. The determination of the amount of a Participant’s elective deferrals for any calendar year shall be made after applying the provisions of Section 14.5 relating to certain
limits on Annual Additions under Section 415 of the Code. All corrective distributions of excess elective deferrals shall be made on or before the first April 15 following the close of the calendar year in which the excess elective
deferrals were made. 
 (c) In accordance with rules and procedures as may be established by the Committee, a
Participant may submit a claim to the Committee in which he certifies in writing the specific amount of his Before-Tax Contributions for the preceding calendar year which, when added to amounts deferred for such calendar year under any other plans
or arrangements described in Section 401(k), 408(k) or 403(b) of the Code (other than a plan maintained by the Company or an Affiliated Company), will cause the Participant to

  

 25 








 
exceed the Deferral Limitation for the calendar year in which the deferral occurred. Any such claim must be submitted to the Committee no later than the March 1 of the calendar year
following the calendar year of deferral. To the extent the amount specified by the Participant does not exceed the amount of the Participant’s Before-Tax Contributions under the Plan for the applicable calendar year, the Committee shall treat
the amount specified by the Participant in his claim as a Before-Tax Contribution in excess of the Deferral Limitation for such calendar year and return such excess and any income allocable thereto to the Participant, as provided in (a) above.
In the event that for any reason such Participant’s Before-Tax Contributions in excess of the Deferral Limitation for any calendar year are not distributed to the Participant by the time prescribed in (a) above, such excess shall be held
in the Participant’s Before-Tax Contribution Account until distribution can be made in accordance with the provisions of this Plan. 
 (d) To the extent required by regulations under Section 402(g) or 415 of the Code, Before-Tax Contributions with respect to a Participant in excess of the Deferral Limitation shall be treated as
Annual Additions under Article XIV for the Plan Year for which the excess contributions were made, notwithstanding the distribution of such excess in accordance with the provisions of this Section. 
  

	5.7	Character of Amounts Contributed as Before-Tax Contributions. 

 Unless otherwise specifically provided to the contrary in this Plan, amounts deferred pursuant to a Participant’s election to make Before-Tax Contributions in accordance with Section 5.1 (and
which qualify for treatment under Code Section 401(k) and are contributed to the Trust Fund pursuant to Article VI) shall be treated, for federal and state income tax purposes, as Participating Employer contributions. 
  

	5.8	Rollover Contributions. 

 Effective as of an Eligible Employee’s Employment Commencement Date, or such later date as may be determined by the Committee, amounts, if any, distributed to such Eligible Employee or payable to such Eligible Employee from another
plan that satisfies the requirements of Code Section 401(a), or held in an individual retirement account which is attributable solely to a rollover contribution within the meaning of Code Section 408(d)(3), may be transferred to this Plan,
including by direct rollover from another plan that satisfies the requirements of Code Section 401(a), and credited to the Participant’s Transfer/Rollover

  

 26 








 
Account in accordance with Code Section 402 and rules which the Committee shall prescribe from time to time; provided, however, the Committee determines that the continued qualification of
this Plan under Code Section 401(a) or 401(k) would not be adversely affected by such transfer, or would cause this Plan to become a “transferee plan,” within the meaning of Code Section 401(a)(11). Effective January 1,
2002, amounts, if any, distributed to such Eligible Employee or payable to such Eligible Employee from (i) a qualified plan described in Section 401(a) or 403(a) of the Code (including after-tax employee contributions), (ii) an
annuity contract described in Section 403(b) of the Code (excluding after-tax employee contributions), (iii) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a state, and (iv) an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be
includible in gross income, may be transferred to this Plan and credited to the Participant’s Transfer/Rollover Account in accordance with Code Section 402 and rules which the Committee shall prescribe from time to time. Any amounts
transferred in accordance with this Section 5.8, which shall be in cash, shall not be subject to distribution to the Participant except as expressly provided under the terms of this Plan. 
 ARTICLE VI 
 COMPANY CONTRIBUTIONS 

 

	6.1	General. 

 Subject
to the requirements and restrictions of this Article VI and Article XIV, and subject also to the amendment or termination of the Plan or the suspension or discontinuance of contributions as provided herein, a Participating Company shall
contribute for each Participant who is an Employee of such Participating Company, as follows: 
 (a) An amount to
the Participant’s Company Contributions Account equal to the amount specified in the Applicable Appendix. 
 (b) An amount to the Participant’s Before-Tax Contributions Account which is equal to the amount of the Participant’s Before-Tax Contributions pursuant to Section 5.1 and which qualify for tax treatment under Code
Section 401(k). 
  

 27 








 (c) An amount to the Participant’s Company Matching Account equal to
the amount specified in the Applicable Appendix. 
  

	6.2	Requirement for Net Profits. 

 Contributions by a Participating Employer shall be made without regard to current or accumulated profits for the year; provided, however, that the Plan is intended to be designed to qualify as a profit
sharing plan for purposes of Sections 401(a) et seq. of the Code. 
  

	6.3	Special Limitations on After-Tax Contributions and Company Matching Contributions. 

 With respect to each Plan Year, After-Tax Contributions and Company Matching Contributions under the Plan for the Plan Year shall not exceed
the limitations on contributions on behalf of Highly Compensated Employees under Section 401(m) of the Code, as provided in this Section. For purposes of this Section, excess Before-Tax Contributions recharacterized as After-Tax Contributions
after the close of a Plan Year shall be treated as After-Tax Contributions in a Plan Year as provided in Section 5.5(a)(i). In the event that After-Tax Contributions and Company Matching Contributions under this Plan on behalf of Highly
Compensated Employees for any Plan Year exceed the limitations of this Section for any reason, such excess contributions and any income allocable thereto shall be disposed of in accordance with Section 6.4. For purposes of this
Section 6.3, the meaning of the term “Compensation” shall be as defined in Section 5.4(b). 
 (a) After-Tax Contributions and Company Matching Contributions on behalf of Participants under Section 6.1(c) for a Plan Year shall satisfy the Average Contribution Percentage test set forth in (i)(A) below, or the Average Contribution
Percentage test set forth in (i)(B) below: 
 (i) (A) The “Average Contribution Percentage” for
Eligible Employees who are Highly Compensated Employees for a Plan Year shall not be more than the “Average Contribution Percentage” of all other Eligible Employees for the Comparison Year multiplied by 1.25, or 
 (i) (B) The excess of the “Average Contribution Percentage” for Eligible Employees who are Highly Compensated
Employees for a Plan Year over the “Average Contribution Percentage” for all other Eligible Employees for the Comparison Year shall not be more than two (2) percentage

  

 28 








 
points, and the “Average Contribution Percentage” for Eligible Employees who are Highly Compensated Employees for a Plan Year shall not be more than the “Average Contribution
Percentage” of all other Eligible Employees for the Comparison Year multiplied by 2.00. 
 The
“Comparison Year” is the Plan Year being tested. 
 (ii) The Average Contribution Percentage for any
Plan Year ending prior to January 1, 2002 for Highly Compensated Employees eligible to participate in this Plan and a plan of the Company or an Affiliated Company that satisfies the requirements of Section 401(k) of the Code, including, if
applicable, this Plan, shall be reduced to the extent necessary to satisfy the requirements of Treasury Regulations Section 1.401(m)-2 or such similar rule. The multiple use test described in Treasury Regulations Section 1.401(m)-2 shall
not apply for Plan Years beginning after December 31, 2001. 
 (b) For purposes of this Section,
“Average Contribution Percentage” means, with respect to a group of Eligible Employees for a Plan Year, the average of the “Contribution Percentage,” calculated separately for each Eligible Employee in such group. The
“Contribution Percentage” for any Eligible Employee is determined by dividing the sum of After-Tax Contributions during the Plan Year and Company Matching Contributions under the Plan on behalf of each Eligible Employee for such Plan Year,
by such Eligible Employee’s Compensation for such Plan Year. “Company Matching Contributions” for purposes of the Average Contribution Percentage test shall include a Company Matching Contribution only if it is allocated to the
Participant’s Company Matching Contributions Account during the Plan Year and is paid to the Trust Fund by the end of the twelfth month following the close of the Plan Year. To the extent determined by the Committee and in accordance with
regulations issued by the Secretary of the Treasury under Code Section 401(m)(3), the Before-Tax Contributions on behalf of an Eligible Employee and any “qualified nonelective contributions,” within the meaning of Code
Section 401(m)(4)(c), on behalf of an Eligible Employee may also be taken into account for purposes of calculating the Contribution Percentage of such Eligible Employee, but shall not otherwise be taken into account. However, any Company
Matching Contributions taken into account for purposes of determining the

  

 29 








 
Actual Deferral Percentage of an Eligible Employee under Section 5.4(a) shall not be taken into account under this Section 6.3. 
 (c) In the event that as of the last day of a Plan Year this Plan satisfies the requirements of Section 410(b) of the
Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Section 410(b) of the Code only if aggregated with this Plan, then this Section 6.3 shall be applied by determining the
Contribution Percentages of Eligible Employees as if all such plans were a single plan, in accordance with regulations prescribed by the Secretary of the Treasury under Section 401(m) of the Code. 
 (d) For the purposes of this Section, the Contribution Percentage for any Eligible Employee who is a Highly Compensated
Employee under two or more Code Section 401(a) plans of the Company or an Affiliated Company to the extent required by Code Section 401(m), shall be determined in a manner taking into account the participant contributions and matching
contributions for such Eligible Employee under each of such plans. 
 (e) The determination of the Contribution
Percentage of any Participant shall be made after first applying the provisions of Section 14.5 relating to certain limits on Annual Additions under Section 415 of the Code, then applying the provisions of Section 5.6 relating to the
return of Before-Tax Contributions in excess of the Deferral Limitation, then applying the provisions of Section 5.5 relating to certain limits under Section 401(k) of the Code imposed on Pre-Tax Contributions of Highly Compensated
Employees, and last, applying the provisions of Section 6.5 relating to the forfeiture of Company Matching Contributions attributable to excess Before-Tax or After-Tax Contributions. 
 (f) The determination and treatment of the Contribution Percentage of any Participant shall satisfy such other requirements
as may be prescribed by the Secretary of the Treasury. 
 (g) The Committee shall keep or cause to have kept such
records as are necessary to demonstrate that the Plan satisfies the requirements of Code Section 401(m) and the regulations thereunder, in accordance with regulations prescribed by the Secretary of the Treasury. 
  

 30 









	6.4	Provision for Return of Excess After-Tax Contributions and Company Matching Contributions on Behalf of Highly Compensated Employees.


 (a) The Committee shall determine, as soon as is reasonably possible following the close of
the Plan Year, the extent (if any) to which After-Tax and Company Matching Contributions on behalf of Highly Compensated Employees may cause the Plan to exceed the limitations of Section 6.3 for such Plan Year. If, pursuant to the determination
by the Committee, After-Tax and Company Matching Contributions on behalf of a Highly Compensated Employee may cause the Plan to exceed such limitations, then the Committee shall take the following steps: 
 (i) First, any excess After-Tax Contributions that were not matched by Company Matching Contributions, and any income
allocable thereto, shall be distributed to the Highly Compensated Employee (after withholding any applicable income taxes on such amounts). 
 (ii) Second, if any excess remains after the provisions of (i) above are applied, to the extent necessary to eliminate the excess, Company Matching Contributions on behalf of the Highly Compensated
Employee, and any income allocable thereto, shall be forfeited, to the extent forfeitable under the Plan, or distributed to the Highly Compensated Employee, to the extent non-forfeitable under the Plan (after withholding any applicable income taxes
on such amounts). Any corresponding After-Tax Contributions, and any income allocable thereto, shall be distributed to the Highly Compensated Employee (after withholding any applicable income taxes on such amounts). 
 (iii) If administratively feasible, excess After-Tax Contributions and Company Matching Contributions which are
nonforfeitable under the Plan, including any income allocable thereto, shall be distributed to Highly Compensated Employees, or, to the extent forfeitable, forfeited, within two and one-half (2-1/2) months following the close of the Plan Year for
which the excess Contributions were made, but in any event no later than the end of the first Plan Year following the Plan Year for which the excess Contributions were made, notwithstanding any other provision in this Plan. Amounts of excess Company
Matching Contributions forfeited by Highly Compensated Employees under this

  

 31 








 
Section, including any income allocable thereto, shall be applied, to the maximum extent practicable, to reduce Company Matching Contributions for the Plan Year for which such excess
Contributions were made and thereafter shall be applied as soon as possible to reduce Company Matching Contributions for succeeding Plan Years. 
 (b) The Committee shall determine the amount of any excess After-Tax Contributions and Company Matching Contributions made by or on behalf of Highly Compensated Employees for a Plan Year by application of
the leveling method set forth in Treasury Regulation Section 1.401(m)-l(e)(2) under which the Contribution Percentage of the Highly Compensated Employee who has the highest Contribution Percentage for such Plan Year is reduced, to the extent
required (i) to enable the Plan to satisfy the Average Contribution Percentage test, or (ii) to cause such Highly Compensated Employee’s Contribution Percentage to equal the Contribution Percentage of the Highly Compensated Employee
with the next highest Contribution Percentage. The distribution or forfeiture (as the case may be) of any excess After-Tax Contributions or Company Matching Contributions shall be made on the basis of dollar amounts (rather than the individual
Contribution Percentages) of the After-Tax Contributions and Company Matching Contributions by Highly Compensated Employees beginning with the highest such amounts. 
 (c) For purposes of satisfying the Average Contribution Percentage test, income allocable to a Participant’s excess
After-Tax Contributions or Company Matching Contributions, as determined under (b) above, shall be determined by applying procedures comparable to those provided under Section 5.5. 
 (d) To the extent required by regulations under Section 414(m) or 415 of the Code, any excess After-Tax Contributions or
matching Company Contribution forfeited by or distributed to a Highly Compensated Employee in accordance with this Section shall be treated as an Annual Addition under Article XIV for the Plan Year for which the excess contribution was made,
notwithstanding such forfeiture or distribution. 
  

 32 









	6.5	Forfeiture of Company Matching Contributions Attributable to Excess Deferrals or Contributions. 

 To the extent any Company Matching Contributions allocated to a Participant’s Company Matching Contributions Account are attributable to
excess Before-Tax Contributions required to be distributed to the Participant in accordance with Section 5.5 or 5.6, or excess After-Tax Contributions required to be distributed to the Participant in accordance with Section 6.10, such
Company Matching Contributions, including any income allocable thereto, shall be forfeited, notwithstanding that such Company Matching Contributions may otherwise be nonforfeitable under the terms of the Plan. Any Company Matching Contributions
forfeited by a Participant in accordance with this Section 6.5 shall be applied to reduce Company Matching Contributions. 
  

	6.6	Investment and Application of Plan Contributions. 

 (a) Subject to the provisions of Section 4.1(b), all contributions to the Trust Fund under Section 6.1 (including
Before-Tax Contributions) and Participant After-Tax Contributions under Section 5.1 shall be invested as provided in this Section 6.6, subject to such rules as the Committee may adopt, in its sole discretion, to implement the provisions of
this Section 6.6. The Committee may establish a choice of investment alternatives for Accounts from which each Participant may select in determining the manner in which his Account will be invested. In its sole discretion, the Committee may
establish an investment alternative consisting of Company Stock. If investment alternatives are established in accordance with this Section 6.6, the following provisions of this Section 6.6 shall apply, including, in the event the
Committee establishes a Company Stock alternative, the limitations of (iv) below and the provisions of Article X relating to investments in Company Stock. 
 (i) A Participant may elect at any time to change an investment election with respect to the allocation of future
contributions made by him or on his behalf (such election to apply to all such contributions without regard to any distinction between Company contributions or Participant contributions) among the investment alternatives. The Committee may require
at least thirty (30) days notice prior to the commencement of the payroll period for

  

 33 








 
which such change is to be effective. Any such election shall be made in any whole percentage, subject to the provisions of Subsection (iv) below. 
 (ii) Separate Trust Fund Subaccounts shall be established for each investment alternative selected by a Participant, and each
such Subaccount shall be valued separately. 
 (iii) A Participant may elect at any time to change the investment
of his Accounts and reallocate such Accounts among the investment alternatives in any whole percentage, subject to the limitations of this paragraph and (iv) below. Subject to such rules as the Committee may prescribe, any such election to
change shall be effective as soon as practical following receipt of the Participant’s election. Any such change shall be implemented by the Committee in accordance with practices and procedures established by the Committee to provide for the
orderly liquidation and/or purchase of investments. Notwithstanding the foregoing, the Company may restrict the frequency or timing of trades in or out of one or more investment alternatives by a Participant, to the extent the Committee deems
necessary or appropriate. 
 (iv) If a Company Stock alternative is established by the Committee, each
Participant may elect to invest up to a maximum of twenty-five percent (25%) (fifty percent (50%) prior to April 3, 2006) of contributions made by him or on his behalf (such limitation to apply to all contributions without regard to
any distinction between Company contributions and Participant contributions) in the Company Stock alternative in accordance with this Section 6.6. Such a Participant may also elect to transfer amounts from his Accounts held in other investment
alternatives to the Company Stock alternative in accordance with this Section 6.6, provided, however, that no such transfer shall be implemented to the extent that such transfer would result in the value of the Participant’s interest in
the Company Stock Fund exceeding twenty-five percent (25%) (fifty percent (50%) prior to April 3, 2006) of the value of his interest in all investment alternatives held under the Plan. Notwithstanding the preceding sentence, neither
the Company nor the Committee, nor any representative of the Company, the Committee or of the Plan shall have any obligation to monitor the

  

 34 








 
value of a Participant’s interest in the Company Stock Fund, or to manage said fund, and no person shall or shall have any authority to dispose of any Participant’s interest in the
Company Stock Fund except in accordance with a Participant’s valid election or otherwise in accordance with express provisions of this Plan. 
 (v) In the case of a Participant who fails to make an effective election, for any reason whatsoever, as to how all or any portion of his interest therein shall be invested, the Committee shall prescribe
rules which shall require that the Accounts of such Participant be invested in the fixed income fund. 
  

	6.7	Irrevocability. 

 A
Participating Company shall have no right or title to, nor interest in, the contributions made to the Trust Fund, and no part of the Trust Fund shall revert to the Participating Company except that on and after the Effective Date funds may be
returned to a Participating Company as follows: 
 (a) In the case of a Participating Company contribution which
is made by a mistake of fact, that contribution may be returned to the Participating Company within one (1) year after it is made. 
 (b) All contributions to the Trust Fund are conditioned on deductibility under Code Section 404. In the event deduction is disallowed for any such contribution, such contribution may be returned to
the Participating Company. 
  

	6.8	Company, Committee and Trustee Not Responsible for Adequacy of Trust Fund. 

 The Company, Committee and Trustee shall not be liable or responsible for the adequacy of the Trust Fund to meet and discharge any or all
payments and liabilities hereunder. All Plan benefits will be paid only from the Trust assets, and neither the Company, the Committee nor the Trustee shall have any duty or liability to furnish the Trust with any funds, securities or other assets
except as expressly provided in the Plan. Except as required under the Plan or Trust or under Part 4 of Title I of ERISA, the Company shall not be responsible for any decision, act or omission of the Trustee, the Committee, or the Investment
Manager (if applicable), and shall not be responsible for the application of any moneys, securities, investments or other property paid or delivered to the Trustee. 
  

 35 








 ARTICLE VII 
 PARTICIPANT ACCOUNTS AND ALLOCATIONS 
  

	7.1	General. 

 (a) All contributions under this Plan shall be held in the Trust Fund. 
 (b) All gains, losses,
dividends and other property acquisitions and/or transfers that occur with respect to the Trust Fund shall be held, charged, credited, debited or otherwise accounted for under said fund on an unallocated basis until allocated to Participants’
Accounts as of a Valuation Date as Provided under this Plan or otherwise used or applied in accordance with the provisions of this Plan. 
  

	7.2	Participants’ Accounts. 

 In order to account for the allocated interest of each Participant in the Trust Fund, there shall be established and maintained the Accounts described in Section 2.1. 
  

	7.3	Revaluation of Participants’ Accounts. 

 As of each Valuation Date, the Accounts of each Participant shall be revalued so as to reflect a proportionate share in any increase or decrease in the fair market value of the assets in the Trust Fund as
of that date as compared with the value of the assets in the Trust Fund as of the immediately preceding Valuation Date. The valuation and allocation provisions of this Section 7.3 shall be applied and implemented in accordance with the
following rules: 
 (a) As of each Valuation Date the Accounts holding such assets shall be revalued so as to
reflect to each such Account a proportionate share in the net income or loss of the assets since the immediately preceding Valuation Date. 
 (b) The Company, Committee and Trustee do not in any manner or to any extent whatsoever warrant, guarantee or represent that the value of a Participant’s Accounts shall at any time equal or exceed
the amount previously contributed thereto. 
  

	7.4	Treatment of Accounts Following Termination of Employment. 

 Following a Participant’s termination of employment, pending distribution of the Participant’s Distributable Benefit pursuant to the provisions of Article VIII below, the Participant’s
Plan Accounts shall continue to be maintained and accounted for in accordance with all applicable provisions of this Plan. 
  

 36 









	7.5	Accounting Procedures. 

 The Committee and the Trustee shall establish accounting procedures for the purpose of making the allocations, valuations and adjustments to Participants’ Accounts provided for in this Article VII. From time to time the Committee
and Trustee may modify such accounting procedures for the purpose of achieving equitable, nondiscriminatory, and administratively feasible allocations among the Accounts of Participants in accordance with the general concepts of the Plan and the
provisions of this Article VII. 
 ARTICLE VIII 
 VESTING; PAYMENT OF PLAN BENEFITS 
  

	8.1	Vesting. 

 Each
Participant’s vested interest in his Accounts shall be determined as follows: 
 (a) Each Participant shall
at all times be one hundred percent (100%) vested in his Before-Tax Contributions Account, his After-Tax Contributions Account and his Transfer/Rollover Account under the Plan. 
 (b) Except as provided in (e) and (f) below, each Participant shall become vested in his Company Matching Account
and his Company Contributions Account according to the applicable table set forth below: 
 Except as provided
in the next paragraph, the applicable table is as follows (the “3-Year Vesting Schedule”): 
  

				
	 Number of
 Years of Service
	  	Vesting
Percentage	 
	 Less than 3
	  	0	% 
	 3 or more
	  	100	% 

 provided, however, if the Participant was eligible to participate in the Plan before April 1, 2000 and has two (2) Years of Service as of April 1, 2000, the 3-Year Vesting Schedule shall be modified as follows:

  

 37 









				
	 Number of
 Years of Service
	  	Vesting
Percentage	 
	 Less than 2
	  	0	% 
	 2
	  	25	% 
	 3 or more
	  	100	% 

 Notwithstanding the foregoing, if the Participant participated in the Plan before April 1, 2000 and is not an Employee on April 1, 2000, the Participant’s vested interest (if any) in his Company Matching Account and his
Company Contributions Account shall be determined under the following table (the “5-Year Vesting Schedule”): 
  

				
	 Number of
 Years of Service
	  	Vesting
Percentage	 
	 Less than 2
	  	0	% 
	 2
	  	25	% 
	 3
	  	50	% 
	 4
	  	75	% 
	 5 or more
	  	100	% 

 The 3-Year
Vesting Schedule shall not apply to such Participant until such Participant resumes employment as an Employee after April 1, 2000, in which event: 
 (i) The 3-Year Vesting Schedule shall apply to the portion of his Company Matching Account and his Company Contributions Account that is attributable to his post-March 31, 2000 participation in the
Plan (if any); and 
 (ii) The 3-Year Vesting Schedule shall apply to the remainder of his Company Matching
Account and his Company Contributions Account only (A) if the 5-Year Vesting Schedule had not been applied to forfeit any of his Company Matching Account or his Company Contributions Account prior to his resumption of employment or (B) if
the 5-Year Vesting Schedule had been so applied, there has been a restoration of the resulting forfeited amount pursuant to Section 8.15(b) following his resumption of employment. 
 (c) Additionally a Participant shall become one hundred percent (100%) vested in his Company Matching Account and his
Company Contributions Account upon attainment of Normal Retirement Date while an Employee, or in the event of death or Total and Permanent Disability while an Employee. 
 (d) Additionally, each Participant (i) who was employed at the Mattel-Customer Care Center, Phoenix, Arizona division of
the Company on March 27, 2001 or

  

 38 








 
(ii) was employed at the Mattel-Hebron, Kentucky division of the Company on April 24, 2001 shall at all times be one hundred percent (100%) vested in his Company Matching Account and
his Company Contributions Account. 
 (e) Additionally, each Participant who was employed by the Pleasant Company
between July 9, 1998 and September 30, 2001 shall at all times be one hundred percent (100%) vested in his Company Matching Account. 
 (f) Additionally, each Participant who was employed at the Eau Claire, Wisconsin facility of American Girl, Inc. on January 1, 2004 shall at all times be one hundred percent (100%) vested in his
Company Matching Account and his Company Contributions Account. 
  

	8.2	Distribution Upon Retirement. 

 (a) A Participant may retire from the employment of the Company on his Normal Retirement Date. Subject to the required distribution rules under (b) below, if the Participant continues in the service
of the Company beyond his Normal Retirement Date, he shall continue to participate in the Plan in the same manner as Participants who have not reached their Normal Retirement Dates. At the subsequent termination of the Participant’s employment
on his late retirement date, his Distributable Benefit shall be based upon the value of his Accounts as of the applicable Valuation Date determined with reference to the date of distribution. After a Participant has reached his Normal Retirement
Date, any termination of the Participant’s employment (other than by reason of death or disability) shall be deemed a Normal Retirement. 
 (b) Upon Normal Retirement a Participant shall be entitled to a distribution of his Distributable Benefit in the Trust Fund. Subject to the provisions of Section 8.18 (regarding the cash out of small
amounts), such distribution shall be made or commence to be made as soon as practicable following the date specified by the Participant in a written election filed with the Plan Administrator; provided that, in no event shall distribution be delayed
beyond the time specified in Section 8.5 in accordance with the requirements of Code Section 401(a)(9). 
 (c) During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: 
  

 39 








 (i) the quotient obtained by dividing the Participant’s account balance
by the distribution period in the Uniform Lifetime Table set forth in U.S. Treasury Regulations section 1.401(a)(9)-9, using the Participant’s age as of the Participant’s birthday in the first distribution calendar year; or 
 (ii) if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s
spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in U.S. Treasury Regulations section 1.401(a)(9)-9, using the Participant’s and spouse’s attained
ages as of the Participant’s and spouse’s birthdays in the first distribution year. 
 Required minimum
distributions will be determined under this Section 8.2(c) beginning with the first distribution calendar year and continue through the end of the distribution calendar year that includes the Participant’s date of death; provided that life
expectancies shall not be recalculated each year but shall be determined by taking the life expectancy in the first distribution calendar year reduced by one for each subsequent year. 
  

	8.3	Distribution Upon Death Prior to Termination of Employment. 

 (a) Upon the death of a Participant during his employment, the Committee shall direct the Trustee to make a distribution of
the Participant’s Distributable Benefit in the Trust Fund in a single lump sum to the Beneficiary designated by the deceased Participant, or as otherwise determined under Section 8.9. 
 (b) If the Participant’s Beneficiary is not the Participant’s surviving spouse, such death
benefits shall be distributed to the non-spouse Beneficiary as soon as administratively feasible following the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, such death
benefits shall be distributed to the surviving spouse Beneficiary at such time as the Beneficiary elects, but not later than December 31 of the calendar year immediately following the calendar year in which the Participant died, or if later,
December 31 of the calendar year in which the Participant would have attained age 70 1/2. 
 If there is no designated Beneficiary of a deceased
Participant as of September 30 of the year following the year of the Participant’s death, all death benefits payable with

  

 40 








 
respect to the deceased Participant shall be distributed no later than December 31 of the calendar year containing the fifth anniversary of the Participant’s death. The “designated
Beneficiary” of a Participant for purposes of this Section 8.3 and Section 8.4 shall mean the individual who is designated as the Participant’s Beneficiary under Section 8.9 and who satisfies the requirements to constitute a
designated beneficiary under Code Section 401(a)(9) and U.S. Treasury Regulations section 1.401(a)(9)-1, Q&A-4. 
  

	8.4	Death After Termination of Employment. 

 (a) Upon the death of a former Participant after his retirement or other termination of employment, but prior to the distribution of the Participant’s Distributable Benefit in the Trust Fund to which
he is entitled, the balance of the Distributable Benefit to which the Participant was entitled shall be distributed to the Participant’s Beneficiary as provided in Section 8.3. 
 (b) If the Participant dies on or after the date distributions begin, all death benefits calculated in accordance with
Section 8.4(a) shall be paid to the designated Beneficiary, or as otherwise determined under Section 8.9, as soon as administratively practicable following the Participant’s death. 
  

	8.5	Termination of Employment. 

 (a) Subject to the provisions of Section 8.5(b) and Section 8.18 (regarding the cash out of small amounts), effective as of January 1, 2006, if a Participant’s employment for the
Company and all Affiliated Companies terminates prior to his Normal Retirement Date, his Distributable Benefit in the Trust Fund shall be paid as soon as administratively feasible following any date specified by the Participant in a written election
filed with the Plan Administrator ; provided that, distribution shall begin to be made in accordance with Section 8.2(c) to a Participant who is not a “5-percent owner” (within the meaning of Section 401(a)(9) of
the Code) no later than April 1 of the calendar year following the later of the calendar year in which the Participant (A) attains age seventy and one-half (70-1/2) or (B) separates from service with the Company or an Affiliated
Company. Notwithstanding the foregoing, in the case of a Participant who is a “5-percent owner” (within the meaning of Section 401(a)(9) of the Code) distribution shall be made or commence to be made not later than April 1
following the calendar year in which such

  

 41 








 
Participant attains age 70-1/2, whether or not the Participant’s employment has terminated. 
 (b) If the Participant makes a valid written election in accordance with (c) below, payment of his Distributable Benefit pursuant to this Section 8.5 may be made on any date which is not later
than sixty (60) days after the close of the Plan Year in which occurs the later of (i) the Participant’s termination of employment with the Company and all Affiliated Companies, or (ii) a date specified by the Participant in the
valid written election filed by the Participant, to the extent administratively feasible. For purposes of Section 72(t) of the Code, any distribution to a Participant in accordance with this Section 8.5 during or following the year in
which he attains age fifty-five (55) shall be deemed to be on account of an event enumerated in Code Section 72(t)(2). 
 (c) Any written election by a Participant to receive payment of his Distributable Benefit shall not be valid unless such election is made both (A) after the Participant receives a written notice
advising him of his right to defer payment and (B) within the ninety (90) day period ending on the Participant’s “Benefit Starting Date.” The notice to the Participant advising him of his right to defer payment shall be
given no less than thirty (30) nor more than ninety (90) days prior to the Participant’s Benefit Starting Date. For purposes of this Subsection (c), “Benefit Starting Date” shall mean the first day of the first period
for which the Participant’s Distributable Benefit is paid. Notwithstanding the foregoing, payment of the Participant’s Distributable Benefit may commence less than thirty (30) days after receipt of the notice, provided that the Plan
Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect to receive payment and the Participant, after
receiving the notice, affirmatively elects to receive payment. 
 (d) In the event a Participant is not fully
vested in all of his Company Contributions Account or Company Matching Account under the Plan, the portion of such Accounts which is not vested shall be forfeited as of the earlier of the date the vested portion of such Accounts is completely
distributed to him or the date he incurs five (5) consecutive one-year Periods of Severance. 
  

 42 








 (e) Notwithstanding the foregoing, if a Participant ceases to be an Employee
by reason of the disposition by the Company or an Affiliated Company of either (i) substantially all of the assets used by the Company or an Affiliated Company, as the case may be, in a trade or business, or (ii) the interest of the
Company or an Affiliated Company, as the case may be, in a subsidiary, such Participant shall be entitled to distribution of his Distributable Benefit as if, for purposes of this Plan only, such event constitutes a termination of employment.

  

	8.6	Withdrawals. 

 (a) Subject to the succeeding provisions of this Section 8.6, while he is still an Employee, a Participant may withdraw amounts from his Accounts under the Plan; provided, however, a withdrawal must
be for at least $200 (or the entire amount available for withdrawal, if less). A withdrawal other than on account of Hardship shall be made from the Participant’s Accounts in the following order, in each case up to the amount available for
withdrawal in such Accounts (i) After-Tax Contributions Account; (ii) Transfer/Rollover Account; and (iii) Company Matching Account. Payment of a withdrawal shall be made in cash and shall be allocated pro rata among the
Participant’s investment fund subaccounts, including any Company Stock subaccount. In no event may any amount be withdrawn by a Participant after he ceases to be an Employee. 
 (b) A withdrawal from a Participant’s Transfer/Rollover Account may be made in accordance with rules of uniform
application which the Committee may from time to time prescribe; provided, however, that, except in the case of a Participant who is determined to have a Total and Permanent Disability and who is ineligible to make further contributions under
Section 5.1, no amount representing Employee contributions made within the preceding six months to the Mattel Investment Plan which were matched by Company matching contributions under said Plan may be withdrawn from such Account; and provided
further, that unless the Participant has completed an aggregate of at least sixty (60) months of participation in this Plan and the Mattel Investment Plan as of the date of withdrawal or has attained age 59-1/2 or is determined by the Committee
to have a Total and Permanent Disability, the withdrawal shall not include amounts attributable to Company contributions made under the Mattel Investment Plan within the two (2) year period preceding withdrawal. 
  

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 (c) A withdrawal from a Participant’s After-Tax Contribution Account
may be made in accordance with rules of uniform application which the Committee may from time to time prescribe; provided, however, that except in the case of a Participant who is determined to have a Total and Permanent Disability and who is
ineligible to make further contributions under Section 5.1, no amount representing After-Tax Contributions made within the preceding six months to the Plan which were matched by Company Matching Contributions may be withdrawn from such Account.

 (d) A withdrawal from a Participant’s Before-Tax Contributions Account may be made in accordance with
rules of uniform application which the Committee may from time to time prescribe; provided, however, that no Participant may make a withdrawal from his Before-Tax Contributions Account prior to attaining age 59-1/2, or a determination by the
Committee that such Participant has a Total and Permanent Disability or that the withdrawal is necessary to relieve a hardship of the Participant or his family. A Participant may receive a withdrawal due to hardship only if the withdrawal both is
made due to an immediate and heavy financial need of the Participant within the meaning of (i) below and is necessary to satisfy such financial need within the meaning of (ii) below. 
 (i) For purposes of this Section 8.6(d), a withdrawal will be considered to be on account of an immediate and heavy
financial need of the Participant only if the withdrawal is for: 
 (A) Expenses for (or necessary to
obtain) medical care that would be deductible under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income); 
 (B) Costs directly related to the purchase of a principal residence for the Participant (excluding mortgage payments);

 (C) Payment of tuition, related educational fees, and room and board expenses for up to the next 12
months of post-secondary education for the Participant, or his Spouse, children, or dependents (as defined Code Section 152 without regard to Section 152(b)(1), (b)(2) and (d)(1)(B); 
  

 44 








 (D) Payments necessary to prevent the eviction of the Participant from
his principal residence or foreclosure on the mortgage on such residence; 
 (E) Payments for burial or funeral
expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code Section 152 without regard to Section 152(d)(1)(B); 
 (F) Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty
deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income; or 
 (G) Such other deemed immediate and heavy financial needs as are set forth by the Internal Revenue Service through the publication of revenue rulings, notices, and other documents of general
applicability. 
 (ii) For purposes of this Section 8.6(d), a distribution shall be considered to be
necessary to satisfy an immediate and heavy financial need of the Participant only if all of the following conditions are satisfied: (A) the distribution is not in excess of the amount of the immediate and heavy financial need of the
Participant, which may include amounts necessary to pay federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution; (B) the Participant has obtained all distributions (other than hardship
distributions) and all non-taxable loans (at the time of the loan) currently available under all plans maintained by the Company; and (C) the Participant’s Before-Tax Contributions and After-Tax Contributions to the Plan and employee
contributions under all qualified and non-qualified plans of deferred compensation maintained by the Company, including a stock option, stock purchase, or similar plan, or a cash-or-deferred arrangement that is part of a cafeteria plan (within the
meaning of Code Section 125), will be suspended under the terms of each such plan, or in accordance with the terms of an otherwise legally enforceable agreement, for six (6) months (twelve (12) months prior to January 1, 2002)
following the receipt of the hardship distribution. 
  

 45 








 Notwithstanding the foregoing, the amount of any hardship withdrawal shall not exceed a
Participant’s ‘distributable amount,’ which consists of the total of such Participant’s Before-Tax Contributions as of the date of the hardship withdrawal, including earnings credited thereon before December 31, 1988 (if
any), reduced by the amount of any previous hardship withdrawals. The Committee will determine whether a hardship withdrawal satisfies the foregoing standards in a uniform and nondiscriminatory manner consistent with Code Section 401(k) and the
regulations promulgated thereunder. 
 (e) A withdrawal from a Participant’s vested interest in his Company
Contributions Account may be made in accordance with rules of uniform application which the Committee may from time to time prescribe; provided, however, that no participant may withdraw from his Company Contributions Account prior to attaining age
59-1/2 or a determination by the Committee that such Participant has a Total and Permanent Disability or that the withdrawal is necessary to relieve a hardship of the Participant or his family within the meaning of Section 8.6(d) of the Plan.

 (f) A withdrawal from the vested portion of a Participant’s Company Matching Account may be made in
accordance with rules of uniform application which the Committee may from time to time prescribe; provided, however, that unless the Participant has completed an aggregate of at least sixty (60) months of participation in this Plan as of the
date of withdrawal or has attained age 59-1/2 or is determined by the Committee to have a Total and Permanent Disability, any withdrawal from such Company Matching Account shall not include amounts attributable to Company contributions made within
the two (2) year period preceding withdrawal. 
 (g) Notwithstanding anything in this Article to the
contrary, a Participant can elect to receive all or any portion of his vested Accounts once such Participant attains age 70-1/2. 
 (h) If a Participant makes an in-service withdrawal from his Company Contributions Account or Company Matching Account at a time when the Participant does not have a one hundred percent (100%) vested
interest in the value of such Account, and the Participant may increase his vested interest in the Account: 
 (i) such account shall be established as a separate Account as of the date of distribution, and 
  

 46 








 (ii) at any relevant time the Participant’s vested interest in the
value of such separate Account shall be equal to an amount (“X”) determined by the formula: 
 X = P (AB + D) – D

 For purposes of applying the formula above: P is the nonforfeitable percentage at the relevant time, AB is the Account balance
at the relevant time, and D is the amount of the withdrawal. 
 (i) Disbursement of withdrawals shall be as soon
as administratively practicable after the submission of a request for withdrawal in form satisfactory to the Committee. 
  

	8.7	Form of Distribution. 

 (a) Unless a Participant makes a written election in accordance with Section 8.7 (c) or 8.8 below, a Participant’s Distributable Benefit shall be payable in the form of a single sum
distribution. Except for any portion of such Distributable Benefit that is payable in the form of Company Stock in accordance with Section 8.13, such distribution shall be in cash. 
 (b) In the case of any cash disbursement from a Participant’s Accounts, such disbursement shall be made ratably from
such investment funds or investment vehicles in which such Participant’s Accounts affected by such disbursement are invested. 
 (c) Subject to Section 8.18 regarding the payment of small Accounts, effective April 1, 1997, a Participant who terminates employment on or after his Normal Retirement Date, Early Retirement
Date or by reason of Total and Permanent Disability and, effective January 1, 2007, any Participant whose vested Account at the time of termination of employment exceeds fifty thousand dollars ($50,000), may elect to receive his benefit in
installments payable monthly, quarterly or annually for a period of five, ten or fifteen years (but no longer than the Participant’s life expectancy determined as of his Benefit Starting Date). All such installments shall be paid in cash or
Company Stock and the installment or installments for the year in which the Participant attains age 70-1/2 and all subsequent years shall be paid to the Participant on or before December 31 of such year. 
  

 47 









	8.8	Election for Direct Rollover of Distributable Benefit to Eligible Retirement Plan. 

 (a) To the extent required by Section 401(a)(31) of the Code, a Participant who is eligible to receive payment of his
Distributable Benefit shall be entitled to elect a direct rollover of all or part of his Distributable Benefit. For purposes of this Section, an “eligible retirement plan” shall mean any plan described in Code Section 402(c)(8)(B),
including an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately account for amounts transferred to such plan from the Plan, the terms of which permit the acceptance of a direct rollover from a qualified plan. The portion of a Participant’s
Distributable Benefit consisting of after-tax contributions which are not includible in income shall be eligible for a direct rollover in accordance with the provisions of this Section. However, such portion may be transferred only to an individual
retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code, that agrees to separately account for amounts so transferred,
including separately accounting for the portion of such Distributable Benefit which is includible in gross income and the portion of such Distributable Benefit which is not so includible in gross income. 
 (b) A Participant’s direct rollover election under this Section shall be in writing and shall be made in accordance with
rules and procedures established by the Committee. Such election shall specify the dollar or percentage amount of the Distributable Benefit to be rolled over, the name of the eligible retirement plan selected by the Participant, and such additional
information as the Committee deems necessary or appropriate in order to implement the election. It shall be the Participant’s responsibility to confirm that the eligible retirement plan designated in his direct rollover election will accept the
direct rollover of his Distributable Benefit. The Committee shall be entitled to direct the rollover based on its reasonable reliance on information provided by the Participant, and shall be not required to independently verify such information,
unless it is clearly unreasonable not to do so. 
  

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 (c) At least thirty (30) days, but not more than ninety (90) days,
prior to the date a Participant’s Distributable Benefit becomes payable, the Participant shall be given written notice of any right he may have to elect a direct rollover of the taxable portion of his Distributable Benefit to an eligible
retirement plan. Notwithstanding the foregoing, a direct rollover of the Participant’s Distributable Benefit may be made less than thirty (30) days after receipt of the notice, provided that the Plan Administrator clearly informs the
Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a direct rollover and the Participant, after receiving the notice,
affirmatively elects a direct rollover. 
 (d) If a Participant whose Distributable Benefit is subject to
mandatory distribution without the Participant’s consent in accordance with Section 8.19 fails to file a direct rollover election with the Committee within ninety (90) days after notice is given, or if the Committee cannot effect the
direct rollover election within a reasonable time after the election is filed due to the failure of the Participant to take such actions as may be required by the eligible retirement plan before it will accept the direct rollover, the
Participant’s Distributable Benefit shall be paid to him after withholding applicable income taxes. 
 (d)
If a Participant has made a direct rollover election with respect to any portion of his Distributable Benefit that is payable in Company Stock, as provided in Section 8.13, unless the eligible retirement plan specified by the Participant will
accept a direct rollover of such Stock, the Stock will be distributed to the Participant, notwithstanding the Participant’s direct rollover election. 
 (e) To the extent required by Section 401(a)(31) of the Code, if all or a portion of a Participant’s Distributable Benefit is payable to the Participant’s surviving Spouse, or to a former
Spouse in accordance with a “qualified domestic relations order,” such surviving Spouse or former Spouse shall be entitled to elect a direct rollover of all or a portion of such distribution in accordance with the provisions of this
Section. 
 (f) Notwithstanding the foregoing, a Participant’s direct rollover shall not include any
hardship withdrawal described in Section 8.6(d) of the Plan and Code Section 401(k)(2)(B), and the Participant may not elect to have any portion of such a distribution paid directly to an eligible retirement plan. 
  

 49 









	8.9	Designation of Beneficiary. 

 (a) Subject to the provisions of Section 8.11, each Participant shall have the right to designate a Beneficiary or Beneficiaries to receive his interest in the Trust Fund in the event of his death
before receipt of his entire interest in the Trust Fund. The designation shall be made on a form prescribed by and delivered to the Committee. 
 (b) Subject to the provisions of Section 8.11, a Participant shall have the right to change or revoke any such Beneficiary designation by filing a new designation or notice of revocation with the
Committee. Subject to the provisions of Section 8.11, no notice to any Beneficiary nor consent by any Beneficiary shall be required to effect any such change or revocation. 
 (c) If (i) a Participant who is married designates the Participant’s spouse as the Participant’s Beneficiary
or (ii) a Participant who is registered as a domestic partner or has obtained a civil union license with another individual (in either event, such individual is hereafter referred to as the Participant’s “Domestic Partner”)
designates the Participant’s Domestic Partner as the Participant’s Beneficiary, and subsequent to such designation the Participant and the Participant’s spouse are divorced or the relationship between the Participant and the
Participant’s Domestic Partner is legally dissolved, the designation of the Participant’s spouse or Domestic Partner as the Participant’s Beneficiary (as the case may be) shall become void and shall have no further legal force or
effect from and after such divorce or dissolution. Should the Participant wish to designate a former spouse or Domestic Partner as his Beneficiary, he must affirmatively do so by completing a new Beneficiary designation form, after the date of his
divorce or dissolution, naming his former spouse or Domestic Partner as his Beneficiary. 
 (d) If a deceased
Participant shall have failed to designate a Beneficiary, the Company shall be unable to locate a designated Beneficiary after reasonable efforts have been made, for any reason the designation shall be legally ineffective, or the Participant’s
Beneficiary shall have predeceased the Participant, then and in such event, the deceased Participant’s estate shall be the deceased Participant’s Beneficiary. 
 (e) In the event that the deceased Participant was not a resident of California at the date of his death, the Committee, in
its discretion, may require the establishment of ancillary administration in California. 
  

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	8.10	Facility of Payment. 

 If any payee under the Plan is a minor or if the Committee reasonably believes that any payee is legally incapable of giving a valid receipt and discharge for any payment due him, the Committee may have the payment, or any part thereof,
made to the person (or persons or institution) whom it reasonably believes is caring for or supporting the payee, unless it has received due notice of claim therefor from a duly appointed guardian or committee of the payee. Any payment shall be a
payment from the Accounts of the payee and shall, to the extent thereof, be a complete discharge of any liability under the Plan to the payee. 
  

	8.11	Requirement of Spousal Consent. 

 Notwithstanding any Beneficiary designation submitted by a Participant, any distribution required to be made under the terms of the Plan by reason of the death of the Participant shall be paid in full to
the Participant’s surviving spouse, unless there is no surviving spouse or the spouse consents in writing to the beneficiary designation, acknowledging the effect of the election. Any such spousal consent, to be valid, must be witnessed by a
plan representative or a notary public. The spousal consent requirement of this Section 8.11 shall be waived and the Participant’s Beneficiary designation shall be made effective if the Participant establishes to the satisfaction of the
Committee that the required consent cannot be obtained because there is no spouse or the spouse cannot be located. 
  

	8.12	Additional Documents. 

 (a) The Committee or Trustee, or both, may require the execution and delivery of such documents, papers and receipts as the Committee or Trustee may determine necessary or appropriate in order to
establish the fact of death of the deceased Participant and of the right and identity of any Beneficiary or other person or persons claiming any benefits under this Article VIII. 
 (b) The Committee or the Trustee, or both, may, as a condition precedent to the payment of death benefits hereunder, require
an inheritance tax release and/or such security as the Committee or Trustee, or both, may deem appropriate as protection against possible liability for state or federal death taxes attributable to any death benefits. 
  

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	8.13	Company Stock Distribution. 

 Payment of any portion of a Participant’s Distributable Benefit held in his Company Stock subaccount shall be paid in cash, unless the Participant elects in writing in accordance with procedures
established by the Committee that payment shall be made in Company Stock in lieu of cash (which election may apply to a payment to the trustee of an “eligible retirement plan” in accordance with Section 8.8 but may not apply with
respect to a withdrawal in accordance with Section 8.6). Within a reasonable period of time prior to the date such Participant’s Distributable Benefit is to be paid, the Committee shall notify the Participant of his right to elect to have
payment of the value of his Company Stock subaccount made in the form of a Company Stock distribution in lieu of a cash distribution. Upon being so notified, the Participant shall have a reasonable time (at least thirty (30) days) in which to
file a written election to have such payment made in Company Stock. Any such election shall be irrevocable. If a Participant fails to file a written election to receive an in kind payment of the value of the portion of his Distributable Benefit
attributable to his Company Stock subaccount within thirty (30) days of receiving notification, payment shall be made in cash based on the value of such Company Stock as of the immediately following Valuation Date at the then prevailing
purchase price. Neither the Company, the Committee, nor the Trustee shall be required to time the distribution or sale of Company Stock to anticipate fluctuations in the purchase price. 
  

	8.14	Valuation of Accounts. 

 (a) For purposes of determining a Participant’s Distributable Benefit under this Plan, the value of a Participant’s Accounts shall be determined in accordance with rules prescribed by the
Committee, subject, however, to the following provisions: 
 (i) Unless the provisions of (ii) below apply,
if a Participant’s employment terminates for any reason other than death, the value of a Participant’s Accounts shall be determined as of the Valuation Date coinciding with or next following the date on which a properly completed
application for payment or transfer of the Participant’s Distributable Benefit, and such other forms as may be required by the Committee in order to process the distribution or transfer, are received by the Committee. 
 (ii) If a Participant’s employment terminates for any reason other than death and the Committee does not receive the
Participant’s properly completed

  

 52 








 
application for the payment or transfer of the Participant’s Distributable Benefit, and such other forms as may be required by the Committee to process the payment or transfer, and the
vested value of such Participant’s Accounts at the applicable Valuation Date does not exceed $1,000, including that portion of the Participant’s Distributable Benefit that is attributable to the Participant’s Transfer/Rollover
Account, or, prior to March 28, 2005, such value does not exceed $5,000 excluding that portion of the Participant’s Distributable Benefit that is attributable to the Participant’s Transfer/Rollover Account, then, in either of such
events, the applicable Valuation Date shall be the Valuation Date coinciding with or next following the expiration of a reasonable period of time after the Participant is furnished with such application and forms, including any tax notice required
under Code Section 402(f). 
 (ii) In the case of a Participant’s death, the value of a
Participant’s Accounts for purposes of determining the Participant’s Distributable Benefit shall be determined as of the Valuation Date coinciding with or next following the date on which the Committee has been furnished with all documents
and information (including but not limited to proof of death, facts demonstrating the identity and entitlement of any Beneficiary or other payee, and any and all releases) necessary to distribute such Participant’s Accounts. 
 (iii) In the case of any withdrawal or loan, the value of a Participant’s Accounts under the Plan shall be determined as
of the Valuation Date coinciding with or next following the date on which the Participant submits a request for such withdrawal or loan in a form satisfactory to the Committee and the withdrawal or loan is approved. 
 (iv) The value of a Participant’s Accounts shall be increased or decreased (as appropriate) by any contributions,
forfeitures, or distributions properly allocable under the terms of this Plan to his Accounts that occurred on or after the most recent Valuation Date or for any other reason were not otherwise reflected in the valuation of his Accounts on such
Valuation Date. 
 (b) Neither the Committee, the Company, nor the Trustee shall have any responsibility for any
increase or decrease in the value of a Participant’s Accounts as a

  

 53 








 
result of any valuation made under the terms of this Plan after the date of his termination of employment and before the date of the distribution of his Accounts to him. Also, neither the
Committee, the Company, nor the Trustee shall have any responsibility for failing to make any interim valuation of a Participant’s Accounts between the date of distribution to the Participant of his Accounts and the applicable Valuation Date,
even though the Plan assets may have been revalued in that interim for a purpose other than to revalue the Accounts under this Plan. 
  

	8.15	Forfeitures; Repayment. 

 (a) Amounts forfeited in accordance with Section 8.5(d) shall be applied as soon as practicable to reduce future Company contributions. 
 (b) A Participant who elects to receive a distribution pursuant to Subsection 8.5(b) may, in the case of his
reemployment as an Eligible Employee, repay the total amount distributed and shall in such case be fully restored in amounts forfeited in accordance with Section 8.5(d); provided, however, that no such repayment shall be permitted unless such
repayment is made prior to the earlier of (i) the date the Participant incurs five (5) consecutive one-year Periods of Severance and (ii) the fifth anniversary of his Employment Commencement Date following the Period of Severance.

  

	8.16	Loans. 

 (a) From time to time, the Committee may adopt procedures whereby a Participant may borrow from his Accounts under the Plan. In no event may any amount be borrowed by a Participant after he ceases to be an Eligible Employee. In addition to
such other requirements as may be imposed by applicable law, any such loan shall bear a reasonable rate of interest, shall be adequately secured by proper collateral, and shall be repaid within a specified period of time according to a written
repayment schedule that calls for substantially level amortization over the term of the loan. 
 (b) In
connection with the requirements set forth in Subsection (a) above, the Committee shall establish the applicable interest rate, which shall be reasonably equivalent to interest rates available commercially with respect to similar loans. Without
prejudice to the right of any Participant and the Trustee to enter into other appropriate arrangements to secure repayment of a loan pursuant to this Section 8.16, a loan to a Participant hereunder may be secured by an interest in the
Participant’s vested interest in

  

 54 








 
his Accounts under this Plan. Any loan shall by its terms require repayment within five (5) years in substantially level payments made no less frequently than quarterly, except that the
repayment period may be up to a maximum of fifteen (15) years in the case of a loan certified by the Participant to be used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as a
principal residence of the Participant. 
 (c) In no event shall the principal amount of a loan hereunder, at the
time the loan is made, together with the outstanding balance of all other loans to the Participant under this Plan, exceed the lesser of: 
 (i) fifty percent (50%) of the value of the Participant’s vested interest in his Accounts under this Plan, or 
 (ii) fifty thousand dollars ($50,000), reduced by the highest outstanding loan balance of the Participant from the Plan
during the 1-year period ending on the day before the date on which such loan was made. 
 No loan less than two thousand dollars
($2,000) will be made. Unless otherwise determined by the Committee, no Participant may have more than one loan outstanding under this Plan on any date. 
 (d) Each Participant desiring to enter into a loan arrangement pursuant to this Section 8.16 shall apply for a loan by submitting a loan request in form satisfactory to the Committee. The Committee
shall notify the Participant within a reasonable time whether the request is approved or denied. Upon approval of the request by the Committee, the Participant shall enter into a loan agreement with the Trustee. Such a Participant shall execute such
further written agreements as may be necessary or appropriate to establish a bona fide debtor-creditor relationship between such Participant and the Trustee and to protect against the impairment of any security for said loan. 
 (e) Any loan made to a Participant shall be secured by a pro rata portion of his vested investment fund subaccounts,
including any Company Stock subaccount. Repayments of a loan by a Participant shall be invested among the Participant’s investment fund subaccounts in accordance with the Participant’s investment election then in effect under
Section 6.6(a)(i). 
  

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 (f) Loans shall be repaid in accordance with the repayment schedule provided
under the terms of the loan agreement. Notwithstanding the repayment schedule provided in a loan agreement, however, the amount of any outstanding loan shall be due and payable on the earlier to occur of (a) the date on which distribution is
made or commences to be made of the participant’s vested interest under the Plan or (b) the expiration of one hundred eighty (180) days following the date the Participant ceases to be an Employee. Following a Participant’s
Severance Date, any outstanding loan amount which has become due and payable under the foregoing rule or otherwise, and which is secured by the Participant’s vested interest in his Accounts, shall be treated as distributed from the Plan to the
Participant. 
 (g) In the event a Participant fails to repay a loan in accordance with the terms of a loan
agreement, such loan shall be treated as in default. The date of the enforcement of the security interest due to a loan in default shall be determined by the Committee, provided no loss of principal or income shall result due to any delay in the
enforcement of the security interest due to the default. As of the Participant’s Severance Date, the Participant’s Distributable Benefit shall be reduced by the outstanding amount of a loan which is then in default, including any accrued
interest thereon, that is secured by the Participant’s vested interest in his Accounts. Any reasonable costs related to collection of a loan made hereunder shall be borne by the Participant. 
 (h) To the extent required to comply with the requirements of Section 401(a)(4) of the Internal Revenue Code, loans
hereunder shall be made in a uniform and non-discriminatory manner. 
  

	8.17	Special Rule for Disabled Employees. 

 (a) Subsection 8.17(b) shall apply to any Participant whose active performance of services for a Participating Company has ceased by reason of disability, and who has not subsequently resumed the
active performance of such services. 
 (b) In the case of a Participant to whom this Section 8.17(b)
applies, so long as such Participant continues to receive Compensation from a Participating Company, but in no event for longer than a period of six (6) months commencing with the date of such Participant’s cessation of active service,
such Participant may continue to participate in this Plan in the same manner as any other Participant. 
  

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 (c) For purposes of this Plan, a Participant shall not be deemed to have
terminated employment prior to his ceasing to be eligible for contributions under this Section 8.17, and upon such cessation of eligibility shall be deemed to have terminated employment only if he did not then begin or recommence employment for
the Company or an Affiliated Company. 
  

	8.18	Provision for Small Benefits. 

 Notwithstanding anything in this Article to the contrary, a Participant who terminates employment with the Company and all Affiliated Companies shall receive a distribution of his Distributable Benefit in
a single lump sum payment no later than sixty (60) days after the close of the Plan Year in which the Participant’s termination of employment occurs to the extent administratively feasible, provided that the value of such Distributable
Benefit (including that portion of the Participant’s Distributable Benefit that is attributable to the Participant’s Transfer/Rollover Account) is equal to or less than $1,000, or for distributions made before March 28, 2005, the
value of such Distributable Benefit (excluding that portion of the Participant’s Distributable Benefit that is attributable to the Participant’s Transfer/Rollover Account) is equal to or less than $5,000, determined as of the Valuation
Date coincident with or immediately preceding his termination of employment. Such distribution shall be made directly to the Participant after withholding applicable income taxes unless the Participant elects a direct rollover to an “eligible
retirement plan” as provided in Section 8.8. 
 ARTICLE IX 
 OPERATION AND ADMINISTRATION OF THE PLAN 
  

	9.1	Plan Administration. 

 (a) Authority to control and manage the operation and administration of the Plan shall be vested in a committee (“Committee”) as provided in this Article IX. 
 (b) The members of the Committee shall be appointed by the Governance Committee and shall hold office until resignation,
death or removal by the Governance Committee. 
 (c) For purposes of ERISA Section 402(a), the members of
the Committee shall be the named fiduciaries of this Plan. 
  

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 (d) The Secretary of the Committee shall cause to be attached to the copy of
the Plan maintained in the office of the Committee for the purpose of inspection an accurate schedule listing the names of all persons from time to time serving as the members of the Committee. 
 (e) Notwithstanding the foregoing, a Trustee with whom Plan assets have been placed in trust or an Investment Manager
appointed pursuant to Section 9.3 may be granted exclusive authority and discretion to manage and control all or any portion of the assets of the Plan. 
  

	9.2	Committee Powers. 

 The Committee shall have all powers and discretion necessary to provide overall guidance with respect to the maintenance and administration of the Plan and control its operations. In addition to any powers and authority conferred on the
Committee elsewhere in the Plan or by law, the Committee shall have, by way of illustration but not by way of limitation, the following powers and authority: 
 (a) To allocate fiduciary responsibilities (other than trustee responsibilities) among the Committee members and to designate
one or more other persons to carry out fiduciary responsibilities (other than trustee responsibilities). However, no allocation or delegation under this Section 9.2(a) shall be effective until the person or persons to whom the responsibilities
have been allocated or delegated agree to assume the responsibilities. The term “trustee responsibilities” as used herein shall have the meaning set forth in Section 405(c) of ERISA. The preceding provisions of this
Section 9.2(a) shall not limit the authority of the Committee to appoint one or more Investment Managers in accordance with Section 9.3. 
 (b) To designate agents to carry out responsibilities relating to the Plan, other than fiduciary responsibilities. 
 (c) To employ such legal, actuarial, medical, accounting, clerical and other assistance as it may deem appropriate in
carrying out the provisions of this Plan, including one or more persons to render advice with regard to any responsibility any members of the Committee or any other fiduciary may have under the Plan. 
 (d) To review and approve the appointment and removal of the Trustees, Custodians and Investment Managers for the Plan.

  

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 (e) To establish rules and regulations from time to time for the conduct of
the Committee’s business and the administration and effectuation of this Plan. 
 (f) To administer,
interpret, construe and apply this Plan in its discretion and to decide all questions which may arise or which may be raised under this Plan by any Employee, Participant, former Participant, Beneficiary or other person whatsoever, including but not
limited to all questions relating to eligibility to participate in the Plan, the amount of service of any Participant, and the amount of benefits to which any Participant or his Beneficiary may be entitled by reason of his service prior to or after
the Effective Date hereof. 
 (g) To determine the manner in which the assets of this Plan, or any part thereof,
shall be disbursed. 
 (h) To direct the Trustee, in writing, from time to time, to invest and reinvest the Trust
Fund, or any party thereof, or to purchase, exchange, or lease any property, real or personal, which the Committee may designate. This shall include the right to direct the investment of all or any part of the Trust in any one security or any one
type of securities permitted hereunder. Among the securities which the Committee may direct the Trustee to purchase are “employer securities” as defined in Code Section 409A(1) or any successor statute thereto. 
 (i) To take such further action as is necessary to have the Plan comply with Section 414(u) of the Code (regarding the
reemployment of military veterans), and in such regard, and notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided no less favorably than is
required by Section 414(u) of the Code. 
 (j) To adopt and implement such rules regarding a
Participant’s ability to direct the investment, reinvestment and transfer of his Account among the investment alternatives available under the Plan, including but not limited to restricting the frequency or timing of trades in or out of one or
more investment alternatives by a Participant, to the extent the Committee deems necessary or appropriate to limit or prevent harm to other Participant Accounts, to comply with the policies and procedures of the investment alternatives, to ensure
that the Plan and Participant transactions thereunder are administered in compliance with applicable laws (including insider trading, market

  

 59 








 
timing and related rules) or to otherwise provide for the efficient and effective administration of the Plan. 
 (j) To establish rules and procedures relating to Participant elections under the Plan, including Compensation reduction
elections under Article V, distributions elections under Article VIII and investment elections under Article IV, and the Committee in its discretion may employ one or more persons or entities to provide advice or other assistance to Participants in
making their said investment elections. 
 (k) To ensure that contributions (and the allocations thereof) do not
exceed the limitations thereon set forth in the Plan. 
 (l) To authorize all disbursements by the Trustee except
for the ordinary expenses of administration of the Trust. 
 (m) To take such action as it deems necessary and
administratively feasible, including the prosecution of lawsuits, to collect from any Participant, Beneficiary or other person or entity (including without limitation the estate or heirs of a deceased Participant) any erroneous benefit payments or
other amounts paid by the Plan in excess of the benefits provided for in the Plan. 
 (n) With respect to any
Participant who is or may become subject to the reporting and short-swing profit recovery provisions of Section 16 of the Securities Exchange Act of 1934, to take any action necessary or appropriate to ensure that any transaction with respect
to the portion of the Participant’s Accounts invested in Common Stock complies with all applicable conditions of Rule 16b-3 promulgated under Section 16 (or its successor), including modifying or limiting the Participant’s elections
under the Plan that directly or indirectly affect Account investments or other transactions in Common Stock. 
 (o) To modify or supplement any Plan accounting method, practice or procedure, make any adjustments to Accounts, authorize special contributions, or modify or supplement any other aspect of the operation or administration of the Plan in
such manner and to such extent consistent with and permitted by the Act and the Code that the Committee deems necessary or appropriate to correct errors and mistakes, to effect proper and equitable Account adjustments or otherwise to ensure the
proper and appropriate administration and operations of the Plan. 
  

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 Any action taken in good faith by the Committee in the exercise of authority conferred upon it by this Plan
shall be conclusive and binding upon the Participants and their Beneficiaries. All discretionary powers conferred upon the Committee shall be absolute. 
  

	9.3	Investment Manager. 

 (a) The Committee, by action reflected in the minutes thereof, may appoint one or more Investment Managers, as defined in Section 3(38) of ERISA, to manage all or a portion of the assets of the Plan.

 (b) An Investment Manager shall discharge its duties in accordance with applicable law and in particular in
accordance with Section 404(a)(1) of ERISA. 
 (c) An Investment Manager, when appointed, shall have full
power to manage the assets of the Plan for which it has responsibility, and neither the Company nor the Committee Shall thereafter have any responsibility for the management of those assets. 
 (d) The Committee shall monitor the performance of any Investment Manager. 
  

	9.4	Periodic Review. 

 (a) If deemed appropriate by the Committee, the Committee shall adopt an investment policy statement for the investment and reinvestment of the assets of the Plan. 
 (b) All actions taken by the Committee with respect to the investment policy of the Plan, including the reasons therefor,
shall be fully reflected in the minutes of the Committee. 
  

	9.5	Committee Procedure. 

 (a) A majority of the members of the Committee as constituted at any time shall constitute a quorum, and any action by a majority of the members present at any meeting, or authorized by a majority of the
members in writing without a meeting, shall constitute the action of the Committee. 
 (b) The Committee may
designate certain of its members as authorized to execute any document or documents on behalf of the Committee, in which event the Committee shall notify the Trustee of this action and the name or names of the designated members. The Trustee,
Company, Participants, Beneficiaries, and any other party

  

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dealing with the Committee may accept and rely upon any document executed by the designated members as representing action by the Committee until the Committee shall file with the Trustee a
written revocation of the authorization of the designated members. 
  

	9.6	Compensation of Committee. 

 (a) Members of the Committee shall serve without compensation unless the Board of Directors shall otherwise determine. However, in no event shall any member of the Committee who is an Employee receive
compensation from the Plan for his services as a member of the Committee. 
 (b) All members shall be reimbursed
for any necessary or appropriate expenditures incurred in the discharge of duties as members of the Committee. 
 (c) The compensation or fees, as the case may be, of all officers, agents, counsel, the Trustee, or other persons retained or employed by the Committee shall be fixed by the Committee. 
  

	9.7	Resignation and Removal of Members. 

 Any member of the Committee may resign at any time by giving written notice to the other members and to the Governance Committee effective as therein stated. Any member of the Committee may, at any time,
be removed by the Governance Committee. 
  

	9.8	Appointment of Successors. 

 (a) Upon the death, resignation, or removal of any Committee member, the Governance Committee may appoint a successor. 
 (b) Notice of appointment of a successor member shall be given in writing to the Trustee and to the members of the Committee.

 (c) Upon termination, for any reason, of a Committee member’s status as a member of the Committee, the
member’s status as a Named Fiduciary shall concurrently be terminated, and upon the appointment of a successor Committee member the successor shall assume the status of a Named Fiduciary as provided in Section 9.1. 
  

	9.9	Records. 

 (a) The Committee shall keep a record of all its proceedings and shall keep, or cause to be kept, all such books, accounts, records or other data as may be necessary or advisable in its judgment for the administration of the Plan and to
properly reflect the affairs thereof. 
  

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 (b) However, nothing in this Section 9.9 shall require the Committee or
any member thereof to perform any act which, pursuant to law or the provisions of this Plan, is the responsibility of the Plan Administrator, nor shall this Section relieve the Plan Administrator from such responsibility. 
  

	9.10	Reliance Upon Documents and Opinions. 

 (a) The members of the Committee, the Board of Directors, the Governance Committee, the Company and any person delegated under the provisions hereof to carry out any fiduciary responsibilities under the
Plan (“delegated fiduciary”), shall be entitled to rely upon any tables, valuations, computations, estimates, certificates and reports furnished by any consultant, or firm or corporation which employs one or more consultants, upon any
opinions furnished by legal counsel, and upon any reports furnished by the Trustee. The members of the Committee, the Board of Directors, the Governance Committee, the Company and any delegated fiduciary shall be fully protected and shall not be
liable in any manner whatsoever for anything done or action taken or suffered in reliance upon any such consultant or firm or corporation which employs one or more consultants, Trustee, or counsel. 
 (b) Any and all such things done or actions taken or suffered by the Committee, the Board of Directors, the Governance
Committee, the Company and any delegated fiduciary shall be conclusive and binding on all Employees, Participants, Beneficiaries, and any other persons whomsoever, except as otherwise provided by law. 
 (c) The Committee and any delegated fiduciary may, but are not required to, rely upon all records of the Company with respect
to any matter or thing whatsoever, and may likewise treat those records as conclusive with respect to all Employees, Participants, Beneficiaries, and any other persons whomsoever, except as otherwise provided by law. 
  

	9.11	Requirement of Proof. 

 The Committee or the Company may require satisfactory proof of any matter under this Plan from or with respect to any Employee, Participant, or Beneficiary, and no person shall acquire any rights or be entitled to receive any benefits under
this Plan until the required proof shall be furnished. 
  

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	9.12	Reliance on Committee Memorandum. 

 Any person dealing with the Committee may rely on and shall be fully protected in relying on a certificate or memorandum in writing signed by any Committee member or other person so authorized, or by the
majority of the members of the Committee, as constituted as of the date of the certificate or memorandum, as evidence of any action taken or resolution adopted by the Committee. 
  

	9.13	Multiple Fiduciary Capacity. 

 Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan. 
  

	9.14	Limitation on Liability. 

 (a) Except as provided in Part 4 of Title I of ERISA, no person shall be subject to any liability with respect to his duties under the Plan unless he acts fraudulently or in bad faith.

 (b) No person shall be liable for any breach of fiduciary responsibility resulting from the act or omission of
any other fiduciary or any person to whom fiduciary responsibilities have been allocated or delegated, except as provided in Part 4 of Title I of ERISA. 
 (c) No action or responsibility shall be deemed to be a fiduciary action or responsibility except to the extent required by
ERISA. 
  

	9.15	Indemnification. 

 (a) To the extent permitted by law, the Company shall indemnify each member of the Board of Directors and the Committee, and any other Employee of the Company with duties under the Plan, against expenses
(including any amount paid in settlement) reasonably incurred by him in connection with any claims against him by reason of his conduct in the performance of his duties under the Plan, except in relation to matters as to which he acted fraudulently
or in bad faith in the performance of such duties. The preceding right of indemnification shall pass to the estate of such a person. 
 (b) The preceding right of indemnification shall be in addition to any other right to which the Board member or Committee member or other person may be entitled as a matter of law or otherwise.

  

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	9.16	Allocation of Fiduciary Responsibility. 

 (a) Part 4 of Title I of ERISA permits the division, allocation and delegation between Plan fiduciaries of the fiduciary responsibilities owed to the Plan Participants. Under this concept, each
fiduciary, including a Named Fiduciary, is accountable only for his own functions, except to the extent of his co-fiduciary liability under Section 405 of ERISA. 
 (b) Under the preceding provisions of this Article IX, the day-to-day operational, administrative and investment aspects
of the Plan have been delegated to the Committee. Except to the extent expressly provided to the contrary in the Plan document, the responsibilities delegated to the Committee include, by way of illustration but not by way of limitation, such
matters as: 
 (i) Satisfying accounting and auditing requirements; 
 (ii) Satisfying insurance and bonding requirements; 
 (iii) Administering the Plan’s claims procedure; and 
 (iv) Appointing Investment Managers. 
  

	9.17	Bonding. 

 (a) Except as is prescribed by the Board of Directors, as provided in Section 412 of ERISA, or as may be required under any other applicable law, no bond or other security shall be required by any member of the Committee, or any other
fiduciary under this Plan. 
 (b) Notwithstanding the foregoing, for purposes of satisfying its indemnity
obligations under Section 9.15, the Company may (but need not) purchase and pay premiums for one or more policies of insurance. However, this insurance shall not release the Company of its liability under the indemnification provisions.

  

	9.18	Prohibition Against Certain Actions. 

 (a) To the extent prohibited by law, in administering this Plan the Committee shall not discriminate in favor of any class of Employees and particularly it shall not discriminate in favor of highly
compensated Employees, or Employees who are officers or shareholders of the Company. 
  

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 (b) The Committee shall not cause the Plan to engage in any transaction that
constitutes a nonexempt prohibited transaction under Section 4975(c) of the Code or Section 406(a) of ERISA. 
 (c) All individuals who are fiduciaries with respect to the Plan (as defined in Section 3(21) of ERISA) shall discharge their fiduciary duties in accordance with applicable law, and in particular, in accordance with the standards of
conduct contained in Section 404 of ERISA. 
  

	9.19	Plan Expenses. 

 (a) All expenses incurred in the establishment, administration and operation of the Plan, including but not limited to the expenses incurred by the members of the Committee in exercising their duties,
shall be charged to the Trust Fund and allocated to Participants Accounts as determined by the Committee, but shall be paid by the Company if not paid by the Trust Fund. 
 (b) Notwithstanding the foregoing, the cost of interest and normal brokerage charges which are included in the cost of
securities purchased by the Trust Fund (or charged to proceeds in the case of sales) or other charges relating to specific assets of the Plan shall be charged and allocated in a fair and equitable manner to the Accounts to which the securities (or
other assets) are allocated. 
 ARTICLE X 
 SPECIAL PROVISIONS 
 CONCERNING COMPANY STOCK 
  

	10.1	Securities Transactions. 

 Subject to the limitations of Section 6.6(a)iv, the Trustee shall acquire Company Stock in the open market or from the Company or any other person, including a party in interest, pursuant to a Participant’s election to invest any
Company contributions on his behalf (including Before-Tax Contributions), or Participant After-Tax Contributions, in the Company Stock alternative established by the Committee in accordance with Section 6.6, or to transfer amounts held in other
investment alternatives to such Company Stock alternative. No commission will be paid in connection with the Trustee’s acquisition of Company Stock from a party in interest.

  

 66 








 
Pending acquisition of Company Stock and pursuant to a Participant’s investment election, elected amounts shall be allocated to the Participant’s Company Stock subaccount in cash and
may be invested in any short-term interest fund of the Trustee. Neither the Company, nor the Committee, nor any Trustee have any responsibility or duty to time any transaction involving Company Stock in order to anticipate market conditions or
changes in Company Stock value. Neither the Company, nor the Committee nor any Trustee have any responsibility or duty to sell Company Stock held in the Trust Fund in order to maximize return or minimize loss. 
  

	10.2	Valuation of Company Securities. 

 When it is necessary to value Company Stock held by the Plan, the value will be the current fair market value of the Company Stock, determined in accordance with applicable legal requirements. 

If the Company Stock is publicly traded, fair market value will be based on the most recent closing price in public trading, as reported
in The Wall Street Journal or any other publication of general circulation designated by the Committee, unless another method of valuation is required by the standards applicable to prudent fiduciaries. 
 If the Company Stock cannot be valued on the basis of its closing price in recent public trading, fair market value will be determined by
the Company in good faith based on all relevant factors for determining the fair market value of securities. Relevant factors include an independent appraisal by a person who customarily makes such appraisals, if an appraisal of the fair market
value of the Company Stock as of the relevant date was obtained. 
 In the case of a transaction between the Plan and a party in
interest, the fair market value of the Company Stock must be determined as of the date of the transaction rather than as of some other Valuation Date occurring before or after the transaction. In other cases, the fair market value of the Company
Stock will be determined as of the most recent Valuation Date. 
  

	10.3	Allocation of Stock Dividends and Splits. 

 Company Stock received by the Trust as a result of a Company Stock split or Company Stock dividend on Company Stock held in Participants’ Accounts will be allocated as of the Valuation Date
coincident with or following the date of such split or dividend, to each Participant who has such an Account. The amount allocated will bear substantially the same proportion to the total number of shares received as the number of shares in the
Participant’s

  

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Account bears to the total number of shares allocated to such Accounts of all Participants immediately before the allocation. The shares will be allocated to the nearest thousandth of a share.

  

	10.4	Reinvestment of Dividends. 

 Upon direction of the Committee, cash dividends may be reinvested as soon as practicable by the Trustee in shares of Company Stock for Participants’ Accounts. Cash dividends may be reinvested in Company Stock purchased as provided in
Section 10.1 or purchased from the Accounts of Participants who receive cash distributions of a fractional share or a fractional interest therein. 
  

	10.5	Voting of Company Stock. 

 The Trustee shall have no discretion or authority to vote Company Stock held in the Trust on any matter presented for a vote by the stockholders of the Company except in accordance with timely directions received by the Trustee from
Participants, unless otherwise required by applicable law. 
 (a) Each Participant shall be entitled to direct
the Trustee as to the voting of all Company Stock allocated and credited to his Account. 
 (b) All Participants
entitled to direct such voting shall be notified by the Company, pursuant to its normal communications with shareholders, of each occasion for the exercise of such voting rights within a reasonable time before such rights are to be exercised. Such
notification shall include all information distributed to shareholders either by the Company or any other party regarding the exercise of such rights. If a Participant shall fail to direct the Trustee as to the exercise of voting rights arising
under any Company Stock credited to his Accounts, or if any Company Stock held in the Plan has not been allocated to Participants’ Accounts, the Trustee shall not be required to vote such Company Stock except as otherwise required by applicable
law. The Trustee shall maintain confidentiality with respect to the voting directions of all Participants. 
 (c)
Each Participant shall be a Named Fiduciary (as that term is defined in ERISA Section 402(a)(2)) with respect to Company Stock for which he has the right to direct the voting under the Plan but solely for the purpose of exercising voting rights
pursuant to this Section 10.5. 
  

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	10.6	Confidentiality Procedures. 

 The Committee shall establish procedures intended to ensure the confidentiality of information relating to Participant transactions involving Company Stock, including the exercise of voting, tender and
similar rights. The Committee shall also be responsible for ensuring the adequacy of the confidentiality procedures and monitoring compliance with such procedures. The Committee may, in its sole discretion, appoint an independent fiduciary to carry
out any activities that it determines involve a potential for undue Company influence on Participants with respect to the exercise of their rights as shareholders. 
  

	10.7	Securities Law Limitation. 

 Neither the Committee nor the Trustee shall be required to engage in any transaction, including, without limitation, directing the purchase or sale of Company Stock, which it determines in its sole discretion might tend to subject itself,
its members, the Plan, the Company, or any Participant or Beneficiary to a liability under federal or state securities laws. 
 ARTICLE XI 
 MERGER OF COMPANY; MERGER OF PLAN 
  

	11.1	Effect of Reorganization or Transfer of Assets. 

 In the event of a consolidation, merger, sale, liquidation, or other transfer of the operating assets of the Company to any other company, the ultimate successor or successors to the business of the
Company shall automatically be deemed to have elected to continue this Plan in full force and effect, in the same manner as if the Plan had been adopted by resolution of its board of directors, unless the successor(s), by resolution of its board of
directors, shall elect not to so continue this Plan in effect, in which case the Plan shall automatically be deemed terminated as of the applicable effective date set forth in the board resolution. 
  

	11.2	Merger Restriction. 

 Notwithstanding any other provision in this Article, this Plan shall not in whole or in part merge or consolidate with, or transfer its assets or liabilities to any other plan unless each affected Participant, in this Plan would receive a
benefit immediately after the merger, consolidation, or transfer (if the Plan then terminated) which is equal to or greater than the

  

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benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). 
 ARTICLE XII 
 PLAN TERMINATION AND 
 DISCONTINUANCE OF CONTRIBUTIONS 
  

	12.1	Plan Termination. 

 (a) (i) Subject to the following provisions of this Section 12.1, the Company may terminate the Plan and the Trust Agreements at any time, following authorization from the Board of Directors or
any committee delegated such authority by the Board, by an instrument in writing executed in the name of the Company by an officer or officers duly authorized to execute such an instrument, and delivered to the Trustee. 
 (ii) The Plan and Trust Agreements may terminate if the Company merges into any other corporation, if as the result of the
merger the entity of the Company ceases, and the Plan is terminated pursuant to the rules of Section 11.1. 
 (b) Upon and after the effective date of the termination, the Company shall not make any further contributions under the Plan and no contributions need be made by the Company applicable to the Plan Year in which the termination occurs,
except as may otherwise be required by law. 
 (c) The rights of all affected Participants to benefits accrued to
the date of termination of the Plan, to the extent funded as of the date of termination, shall automatically become fully vested as of that date. 
  

	12.2	Discontinuance of Contributions. 

 (a) In the event the Company decides it is impossible or inadvisable for business reasons to continue to make contributions under the Plan, the Company by resolution of the Board of Directors, or any
committee delegated such authority by the Board of Directors may discontinue contributions to the Plan. Upon and after the effective date of this discontinuance, no Participating Company or Participant shall make

  

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any further contributions under the Plan and no contributions need be made by a Participating Company with respect to the Plan Year in which the discontinuance occurs, except as may otherwise be
required by law. A Participant shall be released from any salary reduction agreement under the Plan as of the effective date of a discontinuance of contributions. 
 (b) The discontinuance of contributions on the part of the Company shall not terminate the Plan as to the funds and assets
then held by the Trustee, or operate to accelerate any payments of distributions to or for the benefit of Participants or Beneficiaries, and the Trustee shall continue to administer the Trust Fund in accordance with the provisions of the Plan until
all of the obligations under the Plan shall have been discharged and satisfied. 
 (c) However, if this
discontinuance of contributions shall cause the Plan to lose its status as a qualified plan under Code Section 401(a), the Plan shall be terminated in accordance with the provisions of this Article XII. 
 (d) On and after the effective date of a discontinuance of contributions, the rights of all affected Participants to benefits
accrued to that date, to the extent funded as of that date, shall automatically become fully vested as of that date. 
  

	12.3	Rights of Participants. 

 In the event of the termination of the Plan, for any cause whatsoever, all assets of the Plan, after payment of expenses, shall be used for the exclusive benefit of Participants and their Beneficiaries and no part thereof shall be returned
to the Company, except as provided in Section 6.7 of this Plan. 
  

	12.4	Trustee’s Duties on Termination. 

 (a) On or before the effective date of termination of this Plan, the Trustee shall proceed as soon as possible, but in any event within six months from the effective date, to reduce all of the assets of
the Trust Fund to cash and other securities in such proportions as the Committee shall determine (after approval by the Internal Revenue Service, if necessary or desirable, with respect to any portion of the assets of the Trust Fund held in common
stock or securities of the Company). 
 (b) After first deducting the estimated expenses for liquidation and
distribution chargeable to the Trust Fund, and after setting aside a reasonable reserve for

  

 71 








 
expenses and liabilities (absolute or contingent) of the Trust, the Committee shall make required allocations of items of income and expense to the Accounts. 
 (c) Following these allocations, the Trustee shall promptly, after receipt of appropriate instructions from the Committee,
distribute in accordance with Section 8.7 to each former Participant in Company stock or cash an amount equal to the amount credited to his Accounts as of the date of completion of the liquidation. 
 (d) The Trustee and the Committee shall continue to function as such for such period of time as may be necessary for the
winding up of this Plan and for the making of distributions in accordance with the provisions of this Plan. 
 (e) Notwithstanding the foregoing, distributions to Participants upon Plan termination in accordance with this Section 12.4 shall only be made if a “successor plan,” within the meaning of regulations under Code
Section 401(k)(10), is not established. In the event a “successor plan” is established prior to or subsequent to the termination of the Plan, the Committee shall direct the Trustee to continue to hold any assets of the Trust Fund not
payable upon the termination until such assets may, at the direction of the Committee, be transferred to and held in the successor plan until distributable under the terms of that successor plan. 
  

	12.5	Partial Termination. 

 (a) In the event of a partial termination of the Plan within the meaning of Code Section 411(d)(3), the interests of affected Participants in the Trust Fund, as of the date of the partial
termination, shall become nonforfeitable as of that date. 
 (b) That portion of the assets of the Plan affected
by the partial termination shall be used exclusively for the benefit of the affected Participants and their Beneficiaries, and no part thereof shall otherwise be applied. 
 (c) With respect to Plan assets and Participants affected by a partial termination, the Committee and the Trustee shall
follow the same procedures and take the same actions prescribed in this Article XII in the case of a total termination of the Plan. 
  

	12.6	Failure to Contribute. 

 The failure of a Participating Company to contribute to the Trust in any year, if contributions are not required under the Plan for that year, shall not constitute a complete discontinuance of contributions to the Plan. 
  

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 ARTICLE XIII 
 APPLICATION FOR BENEFITS 
  

	13.1	Application for Benefits. 

 The Committee may require any person claiming benefits under the Plan to submit an application therefor, together with such documents and information as the Committee may require. In the case of any person suffering from a disability which
prevents the claimant from making personal application for benefits, the Committee may, in its discretion, permit another person acting on his behalf to submit the application. 
  

	13.2	Action on Application. 

 (a) Within ninety days following receipt of an application and all necessary documents and information, the Committee’s authorized delegate reviewing the claim shall furnish the claimant with written
notice of the decision rendered with respect to the application. 
 (b) In the case of a denial of the
claimant’s application, the written notice shall set forth: 
 (i) The specific reasons for the denial, with
reference to the Plan provisions upon which the denial is based; 
 (ii) A description of any additional
information or material necessary for perfection of the application (together with an explanation why the material or information is necessary); and 
 (iii) An explanation of the Plan’s claim review procedure and the claimant’s right to bring civil action under federal law following a denial on appeal. 
 (c) A claimant who wishes to contest the denial of his application for benefits or to contest the amount of benefits payable
to him shall follow the procedures for an appeal of benefits as set forth in Section 13.3 below, and shall exhaust such administrative procedures prior to seeking any other form of relief. 
  

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	13.3	Appeals. 

 (a) (i) A claimant who does not agree with the decision rendered with respect to his application may appeal the decision to the Committee. 
 (ii) The appeal shall be made, in writing, within sixty days after the date of notice of the decision with respect to the application. 
 (iii) If the application has neither been approved nor denied within the ninety day period provided in Section 13.2
above, then the appeal shall be made within sixty days after the expiration of the ninety day period. 
 (b) The
claimant may request that his application be given full and fair review by the Committee. The claimant may review all pertinent documents and submit issues and comments in writing in connection with the appeal. 
 (c) The decision of the Committee shall be made promptly, and not later than sixty days after the Committee’s receipt of
a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty days after receipt of a request for review.

 (d) The decision on review shall be in writing and shall include specific reasons for the decision, written in
a manner calculated to be understood by the claimant with specific reference to the pertinent Plan provisions upon which the decision is based and shall include a statement that the claimant is entitled to receive upon request and free of charge,
reasonable access to, or copies of, all documents, records or other information relevant to the Committee’s decision and a statement of the claimant’s right to bring civil action. 
 ARTICLE XIV 
 LIMITATIONS ON CONTRIBUTIONS

  

	14.1	General Rule. 

 (a) Except to the extent permitted under Section 5.2(d) of the Plan and Section 414(v) of the Code, the total Annual Additions under this Plan to a Participant’s Plan Accounts shall not
exceed the lesser of: 
 (i) Forty Thousand Dollars ($40,000) (as adjusted for increases in the cost-of-living
under Section 415(d) of the Code), or 
  

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 (ii) one hundred percent (100%) of the Participant’s total
Compensation from the Company and any Affiliated Companies for the year, excluding amounts otherwise treated as Annual Additions under Section 14.2. 
 The limitation in Section 14.1(a)(ii) shall not apply to any contribution for medical benefits after separation from Service (within the meaning of Section 401(h) or Section 419A(f)(2) of
the Code) which is otherwise treated as an Annual Addition. 
 (b) For purposes of this Article XIV, the Company
has elected a “Limitation Year” corresponding to the Plan Year. 
  

	14.2	Annual Additions. 

 For purposes of Section 14.1, the term “Annual Additions” shall mean, for any Limitation Year, the sum of: 
 (a) the amount credited to the Participant’s Accounts from Company contributions for such Limitation Year; 
 (b) any Employee contributions for the Limitation Year; and 
 (c) any amounts described in Section 415(1)(1) or 419(A)(d)(2) of the Code. 
  

	14.3	Other Defined Contribution Plans. 

 If the Company or an Affiliated Company is contributing to any other defined contribution plan (as defined in Section 415(k) of the Code) for its Employees, some or all of whom may be Participants in
this Plan, then contributions to the other plan shall be aggregated with contributions under this Plan for the purposes of applying the limitations of Section 14.1. 
  

	14.4	Adjustments for Excess Annual Additions. 

 In general, the amount of excess for any Limitation Year under this Plan and any other defined contribution plan (as defined in Code Section 414(i)) or defined benefit plan (as defined in Code
Section 414(j)) maintained by the Company or an Affiliated Company will be determined so as to avoid Annual Additions in excess of the limitations set forth in Sections 14.1 through 14.3. However, if as a result of an administrative error, the
Annual Additions to a Participant’s Accounts under this Plan (after giving effect to the maximum permissible adjustments under the other plans) would exceed the applicable limitations described in Sections 14.1 through 14.3, the excess amount
shall be subject to this Section 14.4. 
  

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 (a) If the Participant made any after-tax contributions to this or any other
defined contribution plan that is maintained by the Company or an Affiliated Company, which after-tax contributions were not matched by matching contributions, within the meaning of Code Section 401(m), such after-tax contributions and any
earnings thereon shall be returned to the Participant to the extent of any excess Annual Additions. 
 (b) If
excess Annual Additions remain after the application of the above rule, if the Participant made any Before-Tax Contributions for the Plan Year to this or any other defined contribution plan that is maintained by the Company or an Affiliated Company,
which Before-Tax Contributions were not matched by matching contributions, within the meaning of Code Section 401(m), Before-Tax Contributions and any earnings thereon shall be returned to the Participant to the extent of any excess Annual
Additions. 
 (c) If excess Annual Additions remain after the application of the above rule, if the Participant
made any after-tax contributions for the Plan Year to this or any other defined contribution plan that is maintained by the Company or an Affiliated Company, which after-tax contributions were matched by matching contributions, within the meaning of
Code Section 401(m), any such after-tax contributions and any earnings thereon shall be returned to the Participant and any matching contributions attributable thereto shall be reduced to the extent necessary to eliminate any remaining excess
Annual Additions. 
 (d) If excess Annual Additions remain after the application of the above rule, if the
Participant made any Before-Tax Contributions for the Plan Year to this or any other defined contribution plan that is maintained by the Company or an Affiliated Company, which Before-Tax Contributions were matched by matching contributions, within
the meaning of Code Section 401(m), any such Before-Tax Contributions and any earnings thereon shall be returned to the Participant and any matching contributions attributable thereto shall be reduced to the extent necessary to eliminate any
remaining excess Annual Additions. 
 (e) If excess Annual Additions remain after the application of the above
rule, any other Company contributions for the Plan Year shall be reduced to the extent necessary to eliminate any remaining excess Annual Additions. 
  

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	14.5	Disposition of Excess Amounts. 

 Any excess amounts contributed by a Participating Company on behalf of a Participant for any Plan Year (other than Before-Tax Contributions) shall be held unallocated in a suspense account for the Plan
Year and applied, to the extent possible, first to reduce the Participating Company contributions for the Plan Year, and next, to reduce the Participating Company contributions for the succeeding Plan Year, or Years, if necessary. No investment
gains or losses shall be allocated to a suspense account. 
  

	14.6	Affiliated Company. 

 For purposes of this Article XIV, the status of an entity as an Affiliated Company shall be determined by reference to the percentage tests set forth in Code Section 415(h). 
 ARTICLE XV 
 RESTRICTION ON ALIENATION

  

	15.1	General Restrictions Against Alienation. 

 (a) The interest of any Participant or Beneficiary in the income, benefits, payments, claims or rights hereunder, or in the Trust Fund shall not in any event be subject to sale, assignment, hypothecation,
or transfer. Each Participant and Beneficiary is prohibited from anticipating, encumbering, assigning, or in any manner alienating his or her interest under the Trust Fund, and is without power to do so, except as may otherwise be provided for in
the Trust Agreement. The interest of any Participant or Beneficiary shall not be liable or subject to his debts, liabilities, or obligations, now contracted, or which may be subsequently contracted. The interest of any Participant or Beneficiary
shall be free from all claims, liabilities, bankruptcy proceedings, or other legal process now or hereafter incurred or arising; and the interest or any part thereof, shall not be subject to any judgment rendered against the Participant or
Beneficiary. 
 (b) In the event any person attempts to take any action contrary to this Article XV, that
action shall not be effective, and all Participants and their Beneficiaries, may disregard that action and shall not suffer any liability for any disregard of that action, and shall be reimbursed on demand out of the Trust Fund for the amount of any
loss, cost or expense incurred as a result of disregarding or of acting in disregard of that action. 
  

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 (c) The preceding provisions of this Section 15.1 shall be interpreted
and applied by the Committee in accordance with the requirements of Code Section 401(a)(13) as construed and interpreted by authoritative judicial and administrative rulings and regulations. 
 (d) The provisions of Subsections 15.1(a) and 15.1(b) are expressly subject to qualified domestic relations orders, as
provided in Code Section 401(a)(13)(B). 
  

	15.2	Nonconforming Distributions Under Court Order. 

 (a) In the event that a court with jurisdiction over the Plan and the Trust Fund shall issue an order or render a judgment requiring that all or part of a Participant’s interest under the Plan and in
the Trust Fund be paid to a spouse, former spouse and/or children of the Participant by reason of or in connection with the marital dissolution and/or marital separation of the Participant and the spouse, and/or some other similar proceeding
involving marital rights and property interests, then notwithstanding the provisions of Section 15.1 the Committee may, in its absolute discretion, direct the applicable Trustee to comply with that court order or judgment and distribute assets
of the Trust Fund in accordance therewith. Pending distribution to an alternate payee of any portion of a Participant’s vested interest in the Trust Fund, pursuant to a court order or judgment, such portion shall be segregated and invested in
accordance with rules prescribed by the Committee, and neither the Participant nor the alternate payee shall be entitled to make an election with respect to the investment of such segregated portion. 
 (b) The Committee’s decision with respect to compliance with any such court order or judgment shall be made in its
absolute discretion and shall be binding upon the Trustee and all Participants and their Beneficiaries; provided, however, that the Committee in the exercise of its discretion shall not make payments in accordance with the terms of an order which is
not a qualified domestic relations order or which the Committee determines would jeopardize the continued qualification of the Plan and Trust under Section 401 of the Code. Notwithstanding the foregoing, the Committee may make a distribution to
an alternate payee prior to the date the Participant attains age fifty (50), if such distribution is required by a qualified domestic relations order. 
  

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 (c) Neither the Plan, the Company, the Committee nor the Trustee shall be
liable in any manner to any person, including any Participant or Beneficiary, for complying with any such court order or judgment. 
 (d) Nothing in this Section 15.2 shall be interpreted as placing upon the Company, the Committee or any Trustee any duty or obligation to comply with any such court order or judgment. The Committee
may, if in its absolute discretion it deems it to be in the best interests of the Plan and the Participants, determine that any such court order or judgment shall be resisted by means of judicial appeal or other available judicial remedy, and in
that event the Trustee shall act in accordance with the Committee’s directions. 
 (e) The Committee shall
adopt procedures and provide notifications to a Participant and alternate payees in connection with a qualified domestic relations order, to the extent required under Code Section 414(p). 
 ARTICLE XVI 
 PLAN AMENDMENTS 
  

	16.1	Amendments. 

 The
Committee may at any time, and from time to time, amend the Plan; provided that, the Board of Directors, or any committee delegated such authority by the Board of Directors, must approve any significant changes in the Plan design and any amendments
to the Plan that are likely to result in a significant cost increase to the Company or that will provide supplemental or disproportionately more favorable benefits to officers of the Company. Any amendment shall be documented by an instrument in
writing executed in the name of the Company by an officer or officers duly authorized to execute such instrument, and delivered to the applicable Trustee. However, to the extent required by law, no amendment shall be made at any time, the effect of
which would be: 
 (a) To cause any assets of the Trust Fund to be used for or diverted to purposes other than
providing benefits to the Participants and their Beneficiaries, and defraying reasonable expenses of administering the Plan, except as provided in Section 6.7; 
  

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 (b) To have any retroactive effect so as to deprive any Participant or
Beneficiary of any accrued benefit to which he would be entitled under this Plan, in contravention of Code Section 411(d)(6), if his employment were terminated immediately before the amendment; 
 (c) To eliminate or reduce an optional form of benefit to the extent so doing would contravene Code Section 411(d)(6);
or 
 (d) To increase the responsibilities or liabilities of a Trustee or an Investment Manager without his
written consent. 
  

	16.2	Retroactive Amendments. 

 Notwithstanding any provisions of this Article XVI to the contrary, the Plan may be amended prospectively or retroactively (as provided in Section 401(b) of the Code) to make the Plan conform to any provision of ERISA, any Code
provisions dealing with tax-qualified employees’ trusts, or any regulation under either. 
  

	16.3	Amendment of Vesting Provisions. 

 Effective January 1, 1989, if the Plan is amended in any way that directly or indirectly affects the computation of a Participant’s vested interest in his Accounts, each Participant who has
completed at least three (3) Years of Service may elect, within a reasonable time after the adoption of the amendment, to continue to have his vested interest computed under the Plan without regard to such amendment. The period during which the
election may be made shall commence when the date of the amendment is adopted and shall end on the latest of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment is effective; or (iii) 60 days after the
Participant is issued written notice of the amendment. 
 In the event that the Plan’s vesting schedule is amended, the
nonforfeitable percentage of every Employee who is a Participant on the date the amendment is adopted, or the date the amendment is effective, if later, in his Company Matching Account and/or Company Contributions Account shall be not less than his
percentage computed under the Plan without regard to the amendment. 
  

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 ARTICLE XVII 
 TOP-HEAVY PROVISIONS 
  

	17.1	Minimum Company Contributions. 

 In the event that this Plan is deemed a Top-Heavy plan with respect to any Plan Year, each Non-Key Employee who is a Participant shall receive Company contributions that in the aggregate are at least
equal to the lesser of three percent (3%) of Compensation or the percentage at which Company contributions are made for the Key Employee (under any plan required to be included in an Aggregation Group) for whom such percentage is the highest
for the Plan Year, regardless of whether the Non-Key Employee elected to make Before-Tax Contributions to the Plan for the Plan Year, completed less than 1,000 Hours of Service during such Plan Year, or the Non-Key Employee’s level of
Compensation. For purposes of this Section 17.1, (A) Company contributions shall include (i) amounts considered contributed by Key Employees and which qualify for treatment under Code Section 401(k) and (ii) any Company
contributions for Key Employees or Non-Key Employees taken into account under Section 401(k)(3) or 401(m) of the Code and (B) Company contributions shall not include amounts considered contributed by Non-Key Employees and which qualify for
treatment under Code Section 401(k). Further, in determining the percentage at which Company contributions are made for the Plan Year for the Key Employee for whom such percentage is the highest, the contributions for a Key Employee shall be
divided by so much of a Key Employee’s compensation for the Plan Year as does not exceed $200,000, as that amount is adjusted each year by the Secretary of the Treasury. 
 In the event a Participant is covered by both a defined contribution and a defined benefit plan maintained by the Company, both of which are
determined to be Top-Heavy Plans, the defined benefit minimum, offset by the benefits provided under the defined contribution plan, shall be provided under the defined benefit plan. 
  

	17.2	Top-Heavy Determination. 

 This Plan shall be deemed a Top-Heavy Plan with respect to any Plan Year in which, as of the Determination Date: (a) the aggregate of the Accounts of Key Employees under the Plan exceeds 60% of the aggregate of the Accounts of all
Employees; or (b) the aggregate of the Accounts of Key Employees under all defined contribution plans and the present value of the

  

 81 








 
cumulative accrued benefits for Key Employees under all defined benefit plans includable in an Aggregation Group exceed 60% of a similar sum for all employees in such group. As used above, the
term “Aggregation Group” includes all plans of Participating Companies having one or more Key Employees as Participants and any other defined contribution plan of a Participating Company that permits a plan of a Participating Company
having one or more Key Employees to meet the qualification requirements of Sections 401(a)(4) or 410 of the Code. 
 The
present value of account balances under a defined contribution plan shall be determined as of the most recent valuation date that falls within or ends on the Determination Date. The present value of accrued benefits under a defined benefit plan
shall be determined as of the same valuation date used for computing plan costs for minimum funding. The present value of the cumulative accrued benefits of a Non-Key Employee shall be determined under either: 
 (i) the method, if any, that uniformly applies for accrual purposes under all plans maintained by affiliated companies,
within the meaning of Code Sections 414(b), (c), (m) or (o); or 
 (ii) if there is no such method, as
if such benefit accrued not more rapidly than the lowest accrual rate permitted under the fractional accrual rate of Section 411(b)(1)(C) of the Code. 
 For purposes of this Article XVII, “Determination Date” shall mean, with respect to any Plan Year, the last day of the preceding Plan Year, or, in the case of the first Plan Year, the last
day of such Plan Year. 
 The term “Key Employee” shall mean for purposes of this Article XVII, any Employee or former
Employee (including any deceased Employee) who, at any time during the Plan Year that includes the Determination Date, was 
 (1) an officer of a Participating Company having annual compensation in excess of $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002);

 (2) a 5% owner of a Participating Company; or 
 (3) a 1% owner of a Participating Company having annual compensation in excess of $150,000. 
  

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 For this purpose, annual compensation means compensation within the meaning of
Section 415(c) of the Code. 
 For purposes of (1) above, no more than 50 Employees (or, if lesser, the greater of 3
or 10% of the Employees) shall be treated as officers. 
 A 5% (or 1%, if applicable) owner means any person who owns (or is
considered as owning within the meaning of Section 318 of the Code) more than 5% (1%) of the outstanding stock of the Participating Company or stock possessing more than 5% (1%) of the total combined voting power of all stock of the
Participating Company. 
 For purposes of applying the constructive ownership rules under Section 318(a)(2) of the Code,
subparagraph (C) of such Section shall be applied by substituting “5 percent” for “50 percent.” 
 For purposes of determining “5% owners” and/or “1% owners,” the aggregating rules of Sections 414(b), (c) and (m) of the Code shall not apply. For purposes of determining whether an Employee has
compensation of more than $150,000, however, compensation from each entity required to be aggregated under Sections 414(b), (c) and/or (m) of the Code shall be taken into account. 
 For purposes of determining the amount of a Participant’s Account for purposes of this Section 17.3, the amount shall include the
aggregate distributions under the Plan made to or with respect to the Participant during the one year period ending on the Determination Date. In the case of a distribution made for a reason other than separation from Service, death or disability,
this paragraph shall be applied by substituting “five year period” for “one year period.” 
 The following
shall not be taken into account for purposes of determining whether this Plan is a Top-Heavy Plan: (1) any rollover to the Plan that is initiated by a Participant; (2) the account value of any Participant who is not a Key Employee with
respect to any Plan Year but was a Key Employee with respect to any prior Plan Year; and (3) the account value of a Participant who has not performed services for any Participating Company during the one year period ending on the Determination
Date. 
  

	17.3	Aggregation. 

 Each
Plan of a Participating Company required to be included in an “Aggregation Group” shall be treated as a Top-Heavy Plan if such group is a “Top-Heavy Group.” 
  

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 For purposes of this Article XVII, an “Aggregation Group” shall mean:
(i) each plan of a Participating Company in which a Key Employee is a Participant, and (ii) each other plan of a Participating Company which enables any plan described in (i) above to meet the requirements of Section 401(a)(4) or
410 of the Code. 
 Any plan of a Participating Company that is not required to be included in an Aggregation Group may be
treated as part of such group if such group would continue to meet the requirements of Section 401(a)(4) and 410 of the Code with such plan taken into account. 
 For purposes of this Section 17.5, a “Top-Heavy Group” means any Aggregation Group if the sum (as of the Determination Date) of the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in such group and the aggregate of the accounts of Key Employees under all defined contribution plans included in such group exceed 60% of a similar sum determined for all Employees. 
 ARTICLE XVIII 
 MISCELLANEOUS 
  

	18.1	No Enlargement of Employee Rights. 

 (a) This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Employee, or to be consideration for, or an
inducement to, or a condition of, the employment of any Employee. 
 (b) Nothing contained in this Plan or the
Trust shall be deemed to give any Employee the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge or retire any Employee at any time. 
 (c) No Employee, nor any other person, shall have any right to or interest in any portion of the Trust Fund other than as
specifically provided in this Plan. 
  

	18.2	Mailing of Payments; Lapsed Benefits. 

 (a) All payments under the Plan shall be delivered in person or mailed to the last address of the Participant (or, in the case of the death of the Participant, to the last address of any other person
entitled to such payments under the terms of the Plan) furnished pursuant to Section 18.3 below. 
  

 84 








 (b) In the event that a benefit is payable under this Plan to a Participant
or any other person and after reasonable efforts such person cannot be located for the purpose of paying the benefit for a period of three (3) consecutive years, upon the termination of such three (3) year period the Committee in its sole
discretion may provide that the benefit be forfeited and as soon thereafter as practicable the benefit shall be applied to reduce future Company Contributions; provided, however, should any person entitled to such benefit thereafter claim such
benefit, such benefit shall be restored. Alternatively, benefits that cannot be paid may escheat to the state in accordance with applicable state law. 
 (c) For purposes of this Section 18.2, the term “Beneficiary” shall include any person entitled under Section 8.9 to receive the interest of a deceased Participant or deceased
designated Beneficiary. It is the intention of this provision that the benefit will be distributed to an eligible Beneficiary in a lower priority category under Section 8.9 if no eligible Beneficiary in a higher priority category can be located
by the Committee after reasonable efforts have been made. 
 (d) The Accounts of a Participant shall continue to
be maintained until the amounts in the Accounts are paid to the Participant or his Beneficiary. Notwithstanding the foregoing, in the event that the Plan is terminated, the following rules shall apply: 
 (i) All Participants (including Participants who have not previously claimed their benefits under the Plan) shall be notified
of their right to receive a distribution of their interests in the Plan; 
 (ii) All Participants shall be given
a reasonable length of time, which shall be specified in the notice, in which to claim their benefits; 
 (iii)
All Participants (and their Beneficiaries) who do not claim their benefits within the designated time period shall be presumed to be dead. The Accounts of such Participants shall be forfeited at such time. These forfeitures shall be disposed of
according to rules prescribed by the Committee, which rules shall be consistent with applicable law. 
  

 85 








 (iv) The Committee shall prescribe such rules as it may deem necessary or
appropriate with respect to the notice and forfeiture rules stated above. 
 (e) Should it be determined that the
preceding rules relating to forfeiture of benefits upon Plan termination are inconsistent with any of the provisions of the Code and/or ERISA, these provisions shall become inoperative without the need for a Plan amendment and the Committee shall
prescribe rules that are consistent with the applicable provisions of the Code and/or ERISA. 
  

	18.3	Addresses. 

 Each
Participant shall be responsible for furnishing the Committee with his correct current address and the correct current name and address of his Beneficiary or Beneficiaries. 
  

	18.4	Notices and Communications. 

 (a) All applications, notices, designations, elections, and other communications from Participants shall be in writing, on forms prescribed by the Committee and shall be mailed or delivered to the office
designated by the Committee, and shall be deemed to have been given when received by that office. 
 (b) Each
notice, report, remittance, statement and other communication directed to a Participant or Beneficiary shall be in writing and may be delivered in person or by mail. An item shall be deemed to have been delivered and received by the Participant when
it is deposited in the United States Mail with postage prepaid, addressed to the Participant or Beneficiary at his last address of record with the Committee. 
  

	18.5	Reporting and Disclosure. 

 The Plan Administrator shall be responsible for the reporting and disclosure of information required to be reported or disclosed by the Plan Administrator pursuant to ERISA or any other applicable law. 
  

	18.6	Governing Law. 

 All legal questions pertaining to the Plan shall be determined in accordance with the provisions of ERISA and the laws of the State of California. All contributions made hereunder shall be deemed to have been made in California. 

 

 86 









	18.7	Interpretation. 

 (a) Article and Section headings are for convenient reference only and shall not be deemed to be part of the substance of this instrument or in any way to enlarge or limit the contents of any
Article or Section. Unless the context clearly indicates otherwise, masculine gender shall include the feminine, and the singular shall include the plural and the plural the singular. 
 (b) The provisions of this Plan shall in all cases be interpreted in a manner that is consistent with this Plan satisfying:

 (i) The requirements (of Code Section 401(a) and related statutes) for qualification as a Profit Sharing
Plan; and 
 (ii) The requirements (of Code Section 401(k) and related statutes) for qualification as a
Qualified Cash or Deferred Arrangement. 
  

	18.8	Certain Securities Laws Rules. 

 Any election or direction made under this Plan by an individual who is or may become subject to liability under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), may be conditioned upon such restrictions as are necessary or appropriate to qualify for an applicable exemption under Section 16(b) of the Exchange Act, or any rule promulgated thereunder. To the extent required by
Section 401(a)(4) of the Code, the rules under this Section 18.8 shall be administered in a non-discriminatory manner. 
  

	18.9	Withholding for Taxes. 

 Any payments out of the Trust Fund may be subject to withholding for taxes as may be required by any applicable federal or state law. 
  

	18.10	 Limitation on Company: Committee and Trustee Liability. 

 Any benefits payable under this Plan shall be paid or provided for solely from the Trust Fund and neither the Company, the Committee nor the Trustee assume any responsibility for the sufficiency of the
assets of the Trust to provide the benefits payable hereunder. 
  

	18.11	 Successors and Assigns. 

 This Plan and the Trust established hereunder shall inure to the benefit or, and be binding upon, the parties hereto and their successors and assigns. 
  

 87 









	18.12	 Counterparts. 

 This Plan document may be executed in any number of identical counterparts, each of which shall be deemed a complete original in itself and may be introduced in evidence or used for any other purpose without the production of any other
counterparts. 
  

	18.13	 Military Service. 

 Notwithstanding any provision of this Plan to the contrary, the Plan shall provide contributions, benefits and service credit with respect to qualified military service in accordance with Code Section 414(u). Loan repayments shall be
suspended under this Plan as permitted under Code Section 414(u). 
 IN WITNESS WHEREOF, in order to
record the adoption of this Plan, Mattel, Inc. has caused this instrument to be executed by its duly authorized officer this 20th day of December, 2006, effective, however, as of January 1, 2006, except as otherwise expressly provided herein.

  

			
	MATTEL, INC.
		
	By:	 	/s/    Alan Kaye        
		 	


  

 88 








 MATTEL, INC. 
 HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN 
 APPENDIX A 
 COVERED GROUP shall mean employees of the Mattel-Ontario division of Mattel Operations, Inc. who are paid on an hourly basis. 
 EFFECTIVE DATE shall mean July 1, 1995. 
 AGE AND SERVICE REQUIREMENTS shall mean attainment of age 18 and completion of six (6) months of service. Effective as of January 1, 2002, AGE AND SERVICE REQUIREMENT shall mean the attainment
of age 20. 
 PARTICIPANT’S CONTRIBUTION PERCENTAGE for purposes of Section 5.2 shall mean twelve percent (12%).
Effective as of January 1, 2002, the Participant’s contribution percentage for purposes of Section 5.2 shall mean eighty percent (80%). 
 COMPANY CONTRIBUTIONS for purposes of Section 6.1(a) shall mean for each month of each Plan Year one percent (1%) of the Participant’s Compensation during such month. Effective as of
January 1, 2002, Company Contributions for purposes of Section 6.1(a) shall mean an amount for each month of each Plan Year equal to a percentage of the Participant’s Compensation during such month according to the Participant’s
attained age as of the last day of the preceding month, as follows: 
  

				
	 Age as of Last Day
 of Preceding Month
	  	Percentage of
Compensation	 
	 Under 30
	  	3	% 
	 30 – 39
	  	4	% 
	 40 – 44
	  	5	% 
	 45 – 49
	  	6	% 
	 50 – 54
	  	7	% 
	 55+
	  	8	% 

 COMPANY
MATCHING CONTRIBUTIONS for purposes of Section 6.1(c) shall mean a dollar amount determined in accordance with the following schedule: 
  

 A-1 









			
	 YEARS OF SERVICE
	  	 MATCHING CONTRIBUTION

	Less than 6 months	  	0
		
	More than 6 months but less than 5 Years	  	25% of the Participant’s Basic Participant Contributions as defined in Section 2.3B
		
	More than 5 Years but less than 10 Years	  	30% of the Participant’s Basic Participant Contributions as defined in Section 2.3B
		
	More than 10 Years.	  	40% of the Participant’s Basic Participant Contributions as defined in Section 2.3B

 No part of a Participant’s Supplemental Participant Contributions (as defined in Section 2.40) shall be eligible for Company
Matching Contributions. 
 Effective as of January 1, 2002, company matching contributions for purposes of
Section 6.1(c) shall mean the sum of the amounts in (i) and (ii) below: 
 (i) A dollar amount
equal to the dollar amount of the first two percent (2%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
 (ii) A dollar amount equal to 50% of the dollar amount of the next four percent (4%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
 The maximum Company Matching Contribution pursuant to Section 6.1(c) shall be four percent (4%) of the Participant’s
Compensation (such Compensation to be determined prior to reduction for Before-Tax Contributions pursuant to Section 5.1). 
  

 A-2 








 MATTEL, INC. 
 HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN 
 APPENDIX B 
 COVERED GROUP shall mean employees of the Mattel-Augusta division of Mattel Operations, Inc. who are paid on an hourly basis. 
 EFFECTIVE DATE shall mean April 1, 1996. 
 AGE AND SERVICE REQUIREMENTS shall mean attainment of age 18 and completion of six (6) months of service. Effective as of January 1, 2002, AGE AND SERVICE REQUIREMENT shall mean the attainment
of age 20. 
 PARTICIPANT’S CONTRIBUTION PERCENTAGE for purposes of Section 5.2 shall mean twelve percent (12%).
Effective as of January 1, 2002, the Participant’s contribution percentage for purposes of Section 5.2 shall mean eighty percent (80%). 
 COMPANY CONTRIBUTIONS for purposes of Section 6.l(a) shall mean for each month of each Plan Year one percent (1%) of the Participant’s Compensation during such month. Effective as of
January 1, 2002, Company Contributions for purposes of Section 6.1(a) shall mean an amount for each month of each Plan Year equal to a percentage of the Participant’s Compensation during such month according to the Participant’s
attained age as of the last day of the preceding month, as follows: 
  

				
	 Age as of Last Day
 of Preceding Month
	  	Percentage of
Compensation	 
	 Under 30
	  	3	% 
	 30 – 39
	  	4	% 
	 40 – 44
	  	5	% 
	 45 – 49
	  	6	% 
	 50 – 54
	  	7	% 
	 55+
	  	8	% 

 COMPANY
MATCHING CONTRIBUTIONS for purposes of Section 6.1(c) shall mean a dollar amount determined in accordance with the following schedule: 
  

 B-1 









			
	 YEARS OF SERVICE
	  	 MATCHING CONTRIBUTION

	Less than 6 months	  	0
		
	More than 6 months but less than 5 Years	  	25% of the Participant’s Basic Participant Contributions as defined in Section 2.3B
		
	More than 5 Years but less than 10 Years	  	30% of the Participant’s Basic Participant Contributions as defined in Section 2.3B
		
	More than 10 Years.	  	40% of the Participant’s Basic Participant Contributions as defined in Section 2.3B

 No part of a Participant’s Supplemental Participant Contributions (as defined in Section 2.40) shall be eligible for Company
Matching Contributions. 
 Effective as of January 1, 2002, company matching contributions for purposes of
Section 6.1(c) shall mean the sum of the amounts in (i) and (ii) below: 
 (i) A dollar amount
equal to the dollar amount of the first two percent (2%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
 (ii) A dollar amount equal to 50% of the dollar amount of the next four percent (4%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
 The maximum Company Matching Contribution pursuant to Section 6.1(c) shall be four percent (4%) of the Participant’s
Compensation (such Compensation to be determined prior to reduction for Before-Tax Contributions pursuant to Section 5.1). 
  

 B-2 








 MATTEL, INC. 
 HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN 
 APPENDIX C 
 COVERED GROUP shall mean employees of the Mattel-Chino, California division of the Company who are paid on an hourly basis. 
 EFFECTIVE DATE shall mean January 1, 1997. 
 AGE AND SERVICE REQUIREMENTS shall mean attainment of age 18 and completion of six (6) months of service. Effective as of January 1, 2002, AGE AND SERVICE REQUIREMENT shall mean the attainment
of age 20. 
 PARTICIPANT’S CONTRIBUTION PERCENTAGE for purposes of Section 5.2 shall mean twenty percent (20%).
Effective as of January 1, 2002, the Participant’s contribution percentage for purposes of Section 5.2 shall mean eighty percent (80%). 
 COMPANY CONTRIBUTIONS for purposes of Section 6.1(a) shall mean for each month of each Plan Year one percent (1%) of the Participant’s Compensation during such month. Effective as of
January 1, 2002, Company Contributions for purposes of Section 6.1(a) shall mean an amount for each month of each Plan Year equal to a percentage of the Participant’s Compensation during such month according to the Participant’s
attained age as of the last day of the preceding month, as follows: 
  

				
	 Age as of Last Day
 of Preceding Month
	  	Percentage of
Compensation	 
	 Under 30
	  	3	% 
	 30 – 39
	  	4	% 
	 40 – 44
	  	5	% 
	 45 – 49
	  	6	% 
	 50 – 54
	  	7	% 
	 55+
	  	8	% 

 COMPANY
MATCHING CONTRIBUTIONS for purposes of Section 6.1(c) shall mean a dollar amount determined in accordance with the following schedule: 
  

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	 YEARS OF SERVICE
	  	 MATCHING CONTRIBUTION

	Less than 6 months	  	0
		
	More than 6 months but less than 5 years	  	25% of the Participant’s Basic Participant Contributions as defined in Section 2.3B
		
	More than 5 years but less than 10 years	  	30% of the Participant’s Basic Participant Contributions as defined in Section 2.3B
		
	More than 10 years.	  	40% of the Participant’s Basic Participant Contributions as defined in Section 2.3B

 Effective as of January 1, 2002, company matching contributions for purposes of Section 6.1(c) shall mean the sum of the amounts
in (i) and (ii) below: 
 (i) A dollar amount equal to the dollar amount of the first two percent
(2%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
 (ii) A
dollar amount equal to 50% of the dollar amount of the next four percent (4%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
 The maximum Company Matching Contribution pursuant to Section 6.1(c) shall be four percent (4%) of the Participant’s
Compensation (such Compensation to be determined prior to reduction for Before-Tax Contributions pursuant to Section 5.1). 
  

 C-2 








 MATTEL, INC. 
 HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN 
 APPENDIX D 
 COVERED GROUP shall mean employees of the Mattel-Customer Care Center, Phoenix, Arizona division of the Company who are paid on an hourly
basis. 
 EFFECTIVE DATE shall mean August 1, 1998. 
 AGE AND SERVICE REQUIREMENTS shall mean attainment of age 18. Effective as of January 1, 2002, AGE AND SERVICE REQUIREMENT shall mean
the attainment of age 20. 
 PARTICIPANT’S CONTRIBUTION PERCENTAGE for purposes of Section 5.2 shall mean twenty
percent (20%). Effective as of January 1, 2002, the Participant’s contribution percentage for purposes of Section 5.2 shall mean eighty percent (80%). 
 COMPANY CONTRIBUTIONS for purposes of Section 6.1(a) shall mean for each month of each Plan Year one percent (1%) of the Participant’s Compensation during such month. Effective as of
January 1, 2002, Company Contributions for purposes of Section 6.1(a) shall mean an amount for each month of each Plan Year equal to a percentage of the Participant’s Compensation during such month according to the Participant’s
attained age as of the last day of the preceding month, as follows: 
  

				
	 Age as of Last Day
 of Preceding Month
	  	Percentage of
Compensation	 
	 Under 30
	  	3	% 
	 30 – 39
	  	4	% 
	 40 – 44
	  	5	% 
	 45 – 49
	  	6	% 
	 50 – 54
	  	7	% 
	 55+
	  	8	% 

 COMPANY
MATCHING CONTRIBUTIONS for purposes of Section 6.1(c) shall mean a dollar amount determined in accordance with the following schedule: 
  

 D-1 









			
	 YEARS OF SERVICE
	  	 MATCHING CONTRIBUTION

	Less than 6 months	  	0
		
	More than 6 months but less than 5 years	  	25% of the Participant’s Basic Participant Contributions as defined in Section 2.3B
		
	More than 5 years but less than 10 years	  	30% of the Participant’s Basic Participant Contributions as defined in Section 2.3B
		
	More than 10 years.	  	40% of the Participant’s Basic Participant Contributions as defined in Section 2.3B

 Effective as of January 1, 2002, company matching contributions for purposes of Section 6.1(c) shall mean the sum of the amounts
in (i) and (ii) below: 
 (i) A dollar amount equal to the dollar amount of the first two percent
(2%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
 (ii) A
dollar amount equal to 50% of the dollar amount of the next four percent (4%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
 The maximum Company Matching Contribution pursuant to Section 6.1(c) shall be four percent (4%) of the Participant’s
Compensation (such Compensation to be determined prior to reduction for Before-Tax Contributions pursuant to Section 5.1). 
  

 D-2 








 MATTEL, INC. 
 HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN 
 APPENDIX E 
 COVERED GROUP shall mean employees of the Mattel-Hebron, Kentucky division of the Company who are paid on an hourly basis. 
 EFFECTIVE DATE shall mean January 1, 1999. 
 AGE AND SERVICE REQUIREMENTS shall mean attainment of age 18 and completion of six (6) months of service. Effective as of January 1, 2002, AGE AND SERVICE REQUIREMENT shall mean the attainment
of age 20. 
 PARTICIPANT’S CONTRIBUTION PERCENTAGE for purposes of Section 5.2 shall mean twenty percent (20%).
Effective as of January 1, 2002, the Participant’s contribution percentage for purposes of Section 5.2 shall mean eighty percent (80%). 
 COMPANY CONTRIBUTIONS for purposes of Section 6.1(a) shall mean for each month of each Plan Year one percent (1%) of the Participant’s Compensation during such month. Effective as of
January 1, 2002, Company Contributions for purposes of Section 6.1(a) shall mean an amount for each month of each Plan Year equal to a percentage of the Participant’s Compensation during such month according to the Participant’s
attained age as of the last day of the preceding month, as follows: 
  

				
	 Age as of Last Day
 of Preceding Month
	  	Percentage of
Compensation	 
	 Under 30
	  	3	% 
	 30 – 39
	  	4	% 
	 40 – 44
	  	5	% 
	 45 – 49
	  	6	% 
	 50 – 54
	  	7	% 
	 55+
	  	8	% 

 MATCHING
CONTRIBUTIONS for purposes of Section 6.1(c) shall mean a dollar amount determined in accordance with the following schedule: 
  

 E-1 









			
	 YEARS OF SERVICE
	  	 MATCHING CONTRIBUTION

	Less than 6 months	  	0
		
	More than 6 months but less than 5 years	  	25% of the Participant’s Basic Participant Contributions as defined in Section 2.3B
		
	More than 5 years but less than 10 years	  	30% of the Participant’s Basic Participant Contributions as defined in Section 2.3B
		
	More than 10 years.	  	40% of the Participant’s Basic Participant Contributions as defined in Section 2.3B

 Effective as of January 1, 2002, company matching contributions for purposes of Section 6.1(c) shall mean the sum of the amounts
in (i) and (ii) below: 
 (i) A dollar amount equal to the dollar amount of the first two percent
(2%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
 (ii) A
dollar amount equal to 50% of the dollar amount of the next four percent (4%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
 The maximum Company Matching Contribution pursuant to Section 6.1(c) shall be four percent (4%) of the Participant’s
Compensation (such Compensation to be determined prior to reduction for Before-Tax Contributions pursuant to Section 5.1). 
  

 E-2 








 MATTEL, INC. 
 HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN 
 APPENDIX F 
 COVERED GROUP shall mean employees of American Girl, Inc. (the successor to the assets and business of Pleasant Company) who are paid on an
hourly basis. 
 EFFECTIVE DATE shall mean October 1, 2001. 
 TRANSFER OF ACCOUNTS. Effective as of October 1, 2001, the account balances of members of this Covered Group who were participants in
the Pleasant Company Retirement Savings Plan (the “Pleasant Plan”) have been transferred to corresponding accounts under this Plan as follows: 
  

			
	 Pleasant Plan Account
	  	 Corresponding Plan Account

	Elective Contributions Account	  	Before-Tax Contributions Account
		
	Employer Nonelective Contributions Account	  	Pleasant Plan Nonelective Account
		
	Rollover Contributions Account	  	Transfer/Rollover Account

 Each Participant who was a
participant in the Pleasant Plan on September 30, 2001 shall at all times be fully vested in his Pleasant Plan Nonelective Account. 
 AGE AND SERVICE REQUIREMENTS shall mean attainment of age 20 and completion of six (6) months of service. AGE AND SERVICE REQUIREMENTS for any individual who completed an Hour of Service with the
Pleasant Company between July 9, 1998 and September 30, 2001 shall mean attainment of age 20. Notwithstanding the foregoing, any individual who was a participant in the Pleasant Plan on September 30, 2001 shall automatically become a
Participant in this Plan effective as of October 1, 2001. 
 PARTICIPANT’S CONTRIBUTION PERCENTAGE for purposes of
Section 5.2 shall mean twenty percent (20%). Effective as of January 1, 2002, the Participant’s contribution percentage for purposes of Section 5.2 shall mean eighty percent (80%). 
 MATCHING CONTRIBUTIONS for purposes of Section 6.1(c) shall mean the sum of the amounts in (i) and (ii) below: 
 (i) A dollar amount equal to the dollar amount of the first two percent (2%) of the Participant’s Basic Participant
Contributions as defined in Section 2.3B. 
 (ii) A dollar amount equal to 50% of the dollar amount of the
next four percent (4%) of the Participant’s Basic Participant Contributions as defined in Section 2.3B. 
  

 F-1 








 The maximum Company Matching Contribution pursuant to Section 6.1(c) shall be four percent (4%) of
the Participant’s Compensation (such Compensation to be determined prior to reduction for Before-Tax Contributions pursuant to Section 5.1). 
 “COMPANY CONTRIBUTIONS. Effective as of July 1, 2003, Company Contributions for purposes of Section 6.1(a) shall mean an amount for each month of each Plan Year equal to a percentage of the
Participant’s Compensation during such month according to the Participant’s attained age as of the last day of the preceding month, as follows: 
  

				
	 Age as of Last Day
 of Preceding Month
	  	Percentage of
Compensation	 
	 Under 30
	  	3	% 
	 30 – 39
	  	4	% 
	 40 – 44
	  	5	% 
	 45 – 49
	  	6	% 
	 50 – 54
	  	7	% 
	 55+
	  	8	%” 

  

 F-2