EX-10.2



 Exhibit 10.2 

MATTEL, INC. 
 EXECUTIVE SEVERANCE PLAN B

 Participation Letter Agreement for Mary Margaret H. Georgiadis 
  


			
	 Employee Name:
	 	 Mary Margaret H. Georgiadis

		
	 Employee Address:
	 	 [Address Omitted]


 Re:        The Mattel, Inc. Executive Severance Plan B 

Dear Margo: 
 This participation letter agreement
(“Letter Agreement”) relates to the Mattel, Inc. Executive Severance Plan B (the “Plan”). 

Through this Letter Agreement, you are being offered the opportunity to become a participant in the Plan (a
“Participant”), and thereby to be eligible to receive the severance benefits set forth therein, as modified below (the “Modifications”). The terms not defined in this Letter Agreement but beginning
with a capital letter shall have the meaning assigned to them in the Plan. 
 1.    In the event that you become
entitled to a Severance Payment or CIC Severance Payment under the Plan, the amount of your Severance Payment or your CIC Severance Payment, as applicable, shall be equal to two (2.0) times the sum of your (x) annual base salary at the rate in
effect at the time the Notice of Termination is given and (y) target annual bonus opportunity under the Mattel Incentive Plan or any successor plan (the “MIP”) for the year in which the Date of Termination occurs, and
shall in paid in the form and at the times specified in the Plan (except that the reference to the 12-month period in Section 3(b)(iii)(I) and the reference to 18-month
period in Section 3(c)(ii) shall be to a 24-month period). Section 3(b)(iii)(II) of the Plan shall not apply to you and in no event will you be entitled to any Income Continuation Payments under Section
3(b)(iii)(II) of the Plan or this Letter Agreement. 
 2.    For purposes of this Letter Agreement and your
participation in the Plan, “Covered Termination” shall mean that, at any time after the Participant’s Eligibility Date, the Participant’s employment with the Company is (i) involuntarily terminated by the
Company without Cause, or (ii) terminated by the Participant for Good Reason (as defined below) within twenty-four (24) months following a Change of Control. 

3.    For purposes of Section 3(c)(vi)(I) of the Plan, in the event of a Covered Termination within twenty-four
(24) months following a Change in Control, you will be eligible for the Additional Benefits until the earlier of (x) twenty-four (24) months after the Date of Termination or (y) the date you accept New Employment. 

4.     For purposes of this Letter Agreement and your participation in the Plan, “Good
Reason” shall mean the good faith determination by the Participant that any one or more of the following have occurred without the express written consent of the Participant, provided that (i) the Participant provides Mattel with
written notice of the Good Reason event in accordance with Section 15 of the Plan within ninety (90) days of the initial existence of such event and (ii) such event is not remedied by Mattel within thirty (30) days following the
delivery of written notice of such Good Reason event: 
 (a)   any material diminution in any of the Participant’s duties, authority or responsibilities as Chief Executive Officer; 








(b)   the Company’s material
reduction of the Participant’s base salary and target bonus opportunity, as in effect on the Eligibility Date or as the same may be increased from time to time; 

(c)   any other action or inaction that
constitutes a breach by Mattel of this Letter Agreement or Section 12(a) of the Plan ; 
 (d)   any failure by Mattel to obtain the assumption and agreement to perform this Plan by a successor as contemplated by Section 13 of the Plan, except
where such assumption and agreement occurs by operation of law; or 
 (e)   any relocation of Participant’s principal office by more than 50 miles from its current location in El Segundo, California. The Participant may provide a Notice of Termination for a Good Reason event
only if Mattel does not timely and reasonably remedy such event within the prescribed thirty (30) days. 

5.    For purposes of this Letter Agreement and your participation in the Plan, “Notice of
Termination” shall mean a written notice delivered in accordance with Section 15 of the Plan which (i) if applicable, indicates the specific clause of the definition of Cause or Good Reason relied upon; (ii) if
applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of a Participant’s employment for Cause or Good Reason under the provision so indicated; and (iii) specifies the Date of
Termination. If Mattel does not timely and reasonably remedy the Good Reason event specified by the Participant in the notice to Mattel pursuant to the Good Reason definition above, then the Participant may resign for Good Reason by delivering a
Notice of Termination within sixty (60) days following the end of Mattel’s thirty (30) day cure period set forth the Good Reason definition. If the Participant does not cure, correct or cease the activity described in the written
notice to the Participant pursuant to Section 2(b) of the Plan, then Mattel may terminate the Participant’s employment for Cause by delivering a Notice of Termination to the Participant following the end of an appropriate cure period. 

6.    For purposes of this Letter Agreement and your participation in the Plan, the phrase “or the Chief
Executive Officer” shall be deleted from clause (iv) of the definition of “Cause” in Section 2(b) of the Plan. 

7.    For purposes of this Letter Agreement and your participation in the Plan, the defined term
“Severance Benefit” shall capture the foregoing Modifications. 
 8.    Notices to the
Company under Section 15 of the Plan shall be sent to the attention of the Board of Directors of Mattel. 
 A copy of the Plan is
attached to this Letter Agreement. You should read it carefully and become familiar with its terms and conditions, and those set forth below. 

By signing below, you will be acknowledging and agreeing to the Modifications set forth above and the following additional provisions:

  

	 	i.	 that you have received and reviewed a copy of the Plan; 



 

	 	ii.	 that participation in the Plan requires that you agree irrevocably and voluntarily to the terms of the Plan (including,
without limitation, the covenants set forth in Section 7 of the Plan) and the terms set forth below; and 


  

	 	iii.	 that you have had the opportunity to carefully evaluate this opportunity, and desire to participate in the Plan
according to the terms and conditions set forth herein. 









 Subject to the foregoing, we invite you to become a Participant in the Plan. 

NOW, THEREFORE, you and Mattel (hereinafter referred to as “the parties”) hereby AGREE as follows: 

1.    The day you start employment with Mattel shall be your “Eligibility Date” for purposes
of the Plan. 
 2.    As a condition of receiving the Severance Benefit (other than the Accrued Amounts and Other
Benefits), you must (a) execute and accept the terms and conditions of, and the effectiveness of, a General Release of All Claims (the “Release”) in substantially the form attached hereto as Exhibit A (which form may be
modified by Mattel to the extent Mattel determines in good faith that any such modification is necessary to make it valid and encompassing under applicable law) and such Release must become irrevocable within fifty-five (55) days following your
Date of Termination, (b) comply with the covenants set forth in Section 7 of the Plan and (c) promptly resign from any position as an officer, director or fiduciary of any Mattel-related entity. 

3.    In consideration of becoming eligible to receive the Severance Benefits provided under the terms and
conditions of the Plan, you agree to waive any and all rights, benefits, and privileges to severance benefits that you might otherwise be entitled to receive under any other plan or arrangement of the Company except as otherwise provided in the
Offer Letter. 
 4.    You understand that the waiver set forth in Section 3 above is irrevocable for so long
as this Letter Agreement is in effect, and that this Letter Agreement, the Offer Letter, and the Plan set forth the entire agreement between the parties with respect to any subject matter covered herein. 

5.    This Letter Agreement shall terminate, and your status as a Participant in the Plan shall end, on the first to
occur of – 
 (a) your termination of employment for a reason other than a “Covered Termination” as defined in Section 2(e) of the Plan
and modified by this Letter Agreement, and 
 (b) the first anniversary of your Eligibility Date; provided that commencing on the
first day of the first month following the month in which your Eligibility Date occurs and on the first day of each month thereafter (the most recent of such dates is hereinafter referred to as the “Renewal Date”), your
participation in the Plan shall be automatically extended so as to terminate one year from such Renewal Date, unless at least 90 days prior to any Renewal Date (including prior to your Eligibility Date) Mattel shall give notice to you that your
participation in the Plan shall not be so extended beyond the first anniversary of such Renewal Date. Accordingly, you shall retain your status as a Participant for at least 15 months following any notice from Mattel that your participation in the
Plan is not being extended. 
 6.    Notwithstanding anything herein to the contrary, if a Change of Control
occurs while you are a Participant in the Plan, in no event will your status as a Participant in the Plan end prior to the end of the twenty-four (24) month period beginning on a Change of Control regardless of when any written notification is
given to you terminating your participation in the Plan (including any written notification given prior to such Change of Control) in accordance with Section 5(b). 

7.    Your participation in the Plan shall continue in effect following any Covered Termination that occurs while
you are a Participant in the Plan with respect to all rights and obligations accruing as a result of such termination. 







 8.    You recognize and agree that your execution of this Letter
Agreement results in your enrollment and participation in the Plan, that you agree to be bound by the terms and conditions of the Plan and this Letter Agreement, and that you understand that this Letter Agreement may not be amended or modified
except pursuant to Section 12 of the Plan. 
 9.    This Letter Agreement may be executed in one or more
counterparts, including electronically transmitted counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same instrument. 

 

							
	 Dated: January 11, 2017
	 		 	 Mattel, Inc.

				
		 		 	 By
	 	   /s/ Christopher A. Sinclair


   ACCEPTED AND AGREED TO this 11th day of January, 2017.

  

			
	   /s/ Margaret H. Georgiadis
	 	
		
	  
   Margaret H.
Georgiadis
	 	








 EXHIBIT A TO PARTICIPATION LETTER AGREEMENT 

GENERAL RELEASE 
 OF ALL CLAIMS 

1.    For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned (the
“Participant”) does hereby on behalf of the Participant and the Participant’s successors, assigns, heirs and any and all other persons claiming through the Participant, if any, and each of them, forever relieve, release,
and discharge Mattel, Inc. (“Mattel”) and its respective predecessors, successors, assigns, owners, attorneys, representatives, affiliates, Mattel corporations, subsidiaries (whether or not wholly-owned), divisions, partners
and their officers, directors, agents, employees, servants, executors, administrators, accountants, investigators, insurers, and any and all other related individuals and entities, if any, and each of them (collectively, the “Released
Parties”), in any and all capacities from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to attorneys’ fees), damages, actions and
causes of action, of whatever kind or nature, including, without limiting the generality of the foregoing, any claims arising out of, based upon, or relating to the hire, employment, remuneration (including salary; bonus; incentive or other
compensation; vacation, sick leave or medical insurance benefits; or other benefits) or termination of the Participant’s employment with Mattel. 

2.    This release (“Release”) includes a release of any rights or claims the Participant
may have under the Age Discrimination in Employment Act, which prohibits age discrimination in employment as to individuals forty years of age and older; the Older Workers Benefit Protection Act, which prohibits discrimination against older workers
in all executive benefits; Title VII of the Civil Rights Act of 1964, as amended in 1991, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the California Fair Employment and Housing Act, which
prohibits discrimination based on race, color, religion, national origin, ancestry, physical or mental disability, medical condition, sex, pregnancy-related condition, marital status, age or sexual orientation; the Equal Pay Act, which prohibits
paying men and women unequal pay for equal work; the American with Disabilities Act, which prohibits discrimination against qualified individuals with disabilities; or any other federal, state or local laws or regulations which prohibit employment
discrimination, restrict an employer’s right to terminate the Participant, or otherwise regulate employment. This Release also includes a release by the Participant of any claims for breach of contract, wrongful discharge and all claims for
alleged physical or personal injury, emotional distress relating to or arising out of the Participant’s employment with Mattel or the termination of that employment; any claims under the WARN Act or any similar law, which requires, among other
things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act of 1974, such as claims relating to pension or health plan benefits. Notwithstanding anything else herein to the
contrary, this Release shall not affect claims that relate to: (i) Participant’s right to enforce the terms of the Mattel, Inc. Executive Severance Plan B; (ii) any rights the Participant may have to indemnification from personal
liability in accordance with the applicable charter, bylaws or other governing documents of Mattel, to the extent such documents are not inconsistent with Section 2802 of the California Labor Code; (iii) the Participant’s right, if
any, to government-provided unemployment benefits; (iv) the Participant’s vested rights under any of the Company’s retirement plans or equity plans; (vi) any rights the Participant may have
to COBRA benefits; or (vii) any rights or claims that the law does not permit the Participant to release. 

3.    Notwithstanding any other provision of this Release, this Release does not apply to any rights or claims which
arise after the execution of this Release. 
 4.    This Release covers both claims that the Participant knows
about and those the Participant may not know about. The Participant expressly waives all rights afforded by any statute (such as Section 1542 of the Civil Code of the State of California) which limits the effect of a release with respect to
unknown claims. The Participant understands the significance of the Participant’s release of unknown claims and the Participant’s waiver of statutory protection against a release of unknown claims (such as under Section 1542).
Section 1542 of the Civil Code of the State of California states as follows: 
 “A general release does not extend to claims
which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” 







 Notwithstanding the provisions of Section 1542, the Participant expressly acknowledges
that this Release is intended to include both claims that the Participant knows about and those the Participant does not know or suspect to exist. 

5.    The Participant hereby represents and warrants that he or she has not filed, initiated, or prosecuted (or
caused to be filed, initiated, or prosecuted) any lawsuit with respect to any claim this Release purports to waive, and the Participant covenants never to do so in the future, whether as a named plaintiff, class member, or otherwise. The Participant
understands that this Release does not (a) require him/her to withdraw, or prohibit him/her from participating in an investigation, filing a charge or otherwise communicating with any federal, state or local government office, official or
agency, including, but not limited to, the Equal Employment Opportunity Commission, Department of Labor, National Labor Relations Board or the Securities and Exchange Commission, (b) in any way interfere with his/her right and responsibility to
give truthful testimony under oath, or (c) limit or affect his/her rights to challenge the validity of this Release under the ADEA or Older Workers Benefit Protection Act, as long as the Participant does not personally seek reinstatement,
damages, remedies, or other relief as to any claim that the Participant released by signing this Release, as the Participant has waived any right the Participant might have had to any of those things. 

If the Participant is ever awarded or recovers any amount as to a claim the Participant purported to waive in this Release, the
Participant agrees that the amount of the award or recovery shall be reduced by the amounts he or she was paid under this Plan. , increased appropriately for the time value of money, using an interest rate of 10% per annumThe Participant covenants
never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. 

6.    The provisions of this Release are severable, and if any part of it is found to be unenforceable, the other
paragraphs shall remain fully valid and enforceable. This Release shall be construed in accordance with its fair meaning and in accordance with the laws of the State of California, without regard to conflicts of laws principles thereof. 

7.    The Participant is strongly encouraged to consult with an attorney before signing this Release. The
Participant acknowledges that the Participant has been advised of this right to consult an attorney and the Participant understands that whether to do so is the Participant’s decision. The Participant acknowledges that Mattel has advised the
Participant that the Participant has twenty-one (21) days in which to consider whether the Participant should sign this Release and has advised the Participant that if the Participant signs this Release,
the Participant has seven (7) days following the date on which the Participant signs the Release to revoke it and that the Release will not be effective until after this seven-day period had lapsed. 

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. 

					
		 		 	  

	 Date:
	 		 	   Mattel, Inc.

			
		 		 	  

	 Date:
	 		 	   [Participant]