Executive Employment Agreement Dated 11/13/00 between Mattel & Thomas Debrowski



 EXHIBIT 10.24 
  
 EXECUTIVE EMPLOYMENT AGREEMENT 
  
 THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on November 13, 2000 and effective as of
your first day of employment (the “Effective Date”) between Mattel, Inc., a Delaware corporation (“Mattel”) and Thomas A. Debrowski (the “Executive”). 
  
 1. Employment Period. Mattel hereby agrees to employ and continue in its employ the Executive, and the Executive
hereby accepts such employment and agrees to remain in the employ of Mattel, for the period commencing on the Effective Date and ending on the second anniversary of such date, subject to earlier termination as provided herein (the “Employment
Period”); provided that commencing on the first day of the month next following the effective date hereof, and on the first day of each month thereafter (the most recent of such dates is hereinafter referred to as the “Renewal Date”),
the Employment Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to any Renewal Date Mattel or the Executive shall give notice to the other that the Employment Period shall not
be so extended and shall be terminated. 
  
 2. Duties.

  
 (a) Executive’s Position and Duties. During the
Employment Period, the Executive’s position shall be that of Executive Vice President, Worldwide Operations of Mattel and the Executive shall have corresponding authority and responsibilities with such additions and modifications consistent
with responsibilities generally assigned to officers of Mattel as the Chief Executive Officer of Mattel may in their discretion and acting in good faith from time to time assign to the Executive. The Executive’s services shall be performed in
the greater Los Angeles, California area, provided, however, that the Executive may be required to travel on business from time to time generally consistent with the Executive’s travel requirements as of the date of this Agreement. 

 
 (b) Full Time. The Executive agrees to devote the Executive’s
full business time to the business and affairs of Mattel and to use the Executive’s best efforts to perform faithfully and efficiently the responsibilities assigned to the Executive hereunder to the extent necessary to discharge such
responsibilities, except for (i) services on corporate, civic or charitable boards or committees not significantly interfering with the performance of such responsibilities which services have been approved by the Chief Executive Officer; (ii)
periods of vacation and sick leave to which the Executive is entitled; and (iii) the management of personal investments and affairs. The Executive will not engage in any outside business activity (as distinguished from personal investment activity
and affairs), including, but not limited to, activity as a consultant, agent, partner or officer, director or provide business services of any nature directly or indirectly to a corporation or other business enterprise. 
  









 3. Compensation and Benefits. 
  
 (a) Base Salary. During the Employment Period, the Executive shall receive a base salary (“Base Salary”) of
$600,000 at a bi-weekly rate. The Base Salary shall be reviewed from time to time in accordance with Mattel’s policies and practices, but no less frequently than once every eighteen (18) months and may be increased at any time and from time to
time by action of the Board of Directors of Mattel or the Compensation/Options Committee thereof or any individual having authority to take such action in accordance with Mattel’s regular practices. Any increase in the Base Salary shall not
serve to limit or reduce any other obligation of Mattel hereunder and, after any such increase, the Base Salary shall not be reduced. 
  
 (b) Bonus Programs. In addition to the Base Salary, the Executive shall be eligible to participate throughout the Employment Period in such cash,
deferred bonus, annual bonus and long term bonus plans and programs (“Bonus Programs”), such as Mattel’s Management Incentive Plan (the “MIP”) and Long Term Incentive Plan (the “LTIP”), as may be in effect from
time to time in accordance with Mattel’s compensation practices and the terms and provisions of any such plans or programs as in effect from time to time; provided that the Executive’s eligibility for and participation in each of the Bonus
Programs shall be at a level and on terms and conditions no less favorable than those available to any other comparably situated executive. 
  
 (c) Incentive Plans. In addition to the Base Salary and participation in the Bonus Programs, during the Employment Period the Executive, shall be
eligible to participate, subject to the terms and conditions thereof, in all incentive plans and programs, including, but not limited to, stock option plans and other equity based incentive plans, as may be in effect from time to time with respect
to executives employed by Mattel at the Executive’s level so as to reflect the Executive’s responsibilities. 
  
 (d) Pension and Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s dependents, as the case may be,
shall be eligible to participate in, subject to the terms and conditions thereof, all pension, profit sharing, medical, dental, disability, group life, accidental death and travel accident insurance plans and programs of Mattel as in effect from
time to time with respect to executives employed by Mattel at the Executive’s level so as to reflect the Executive’s responsibilities. 
  
 (e) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in accordance with the policies and practices of Mattel as in effect from time to time. 
  
 (f) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits (including automobile benefits, financial
counseling, membership in one city or country club and related expenses) of the kind and quality which are provided to executives at the Executive’s level in accordance with the policies of Mattel as in effect from 

  

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time to time with respect to executives employed by Mattel at the Executive’s level so as to reflect the Executive’s responsibilities. 

 
 (g) Vacation. During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the policies and practices of Mattel as in effect from time to time. 
  
 (h) Stock Options. During the Employment Period, the Executive shall be entitled to participate in Mattel’s stock option plans in accordance
with the policies and practices of Mattel as in effect from time to time with respect to executives employed by Mattel at the Executive’s level so as to reflect the Executive’s responsibilities. 
  
 (i) Certain Amendments. Nothing herein shall be construed to prevent
Mattel from amending, altering, eliminating or reducing any plans, benefits or programs set forth in Sections 3(b) through (h) so long as such actions do not result in a material diminution in the aggregate value of such compensation and benefits,
except for across-the-board compensation and benefit reductions to which the Executive agrees and which affect all similarly situated executives of Mattel. 
  
 4. Termination. 
  
 (a) Death or Disability. This Agreement shall terminate automatically upon the Executive’s death; provided that the Executive’s Base
Salary will be continued and paid for a period of six months thereafter. Mattel may terminate this Agreement, after having established the Executive’s Disability, by giving to the Executive written notice of its intention to terminate the
Executive’s employment, and the Executive’s employment with Mattel shall terminate effective on the 90th day after receipt of such notice (the “Disability Effective Date”). For purposes of this Agreement, the Executive’s
Disability shall occur and shall be deemed to have occurred only in the event that the Executive suffers a disability due to illness or injury which substantially and materially limits the Executive from performing each of the essential functions of
the Executive’s job, even with reasonable accommodation and becomes entitled to receive disability benefits under the Mattel Long-Term Disability Plan for exempt employees. 
  
 (b) Cause. Mattel may terminate the Executive’s employment for “Cause” upon a determination of the
Chief Executive Officer of Mattel that “Cause” exists. For purposes of this Agreement, “Cause” means (i) one or more factually substantiated willful acts of dishonesty on the Executive’s part which are intended to result in
the Executive’s substantial personal enrichment at the expense of Mattel; (ii) repeated violations by the Executive of the Executive’s obligations under Section 2 of this Agreement which are demonstrably willful and deliberate on the
Executive’s part and which resulted in material injury to Mattel; (iii) conduct of a factually substantiated criminal nature (commonly defined as a “felony” in criminal statutes) which has or which is more likely than not to have a
material adverse effect on Mattel’s reputation or standing in the community or on its continuing relationships with its customers or those who purchase or use its products; or (iv) factually substantiated fraudulent conduct in 

  

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connection with the business or affairs of Mattel, regardless of whether said conduct is designed to defraud Mattel or others. 
  
 (c) Good Reason. The Executive may terminate the Executive’s
employment at any time for Good Reason. For purposes of this Agreement, “Good Reason” means the good faith determination by the Executive that any one or more of the following have occurred: 
  
 (i) without the express written consent of the Executive, any change(s) in
any of the duties, authority, or responsibilities of the Executive which is (are) inconsistent in any substantial respect with the Executive’s position, authority, duties, or responsibilities as contemplated by Section 2 of this Agreement;

  
 (ii) any failure by Mattel to comply with any of the
provisions of Section 3 of this Agreement, other than an insubstantial and inadvertent failure remedied by Mattel promptly after receipt of notice thereof given by the Executive; 
  
 (iii) any proposed termination by Mattel of the Executive’s employment other than as permitted by this Agreement;

  
 (iv) any failure by Mattel to obtain the assumption and
agreement to perform this Agreement by a successor as contemplated by Section 11(b); or 
  
 (v) transferring the Executive outside of the greater Los Angeles, California area without the Executive’s express written consent. 
  
 (d) Change of Control. “Change of Control” means: 
  
 (i) the acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of Mattel, including the shares of common stock of Mattel issuable upon an exchange of Softkey Exchangeable Shares that are not owned by Mattel or any corporation controlled by Mattel (the
“Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of Mattel entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (i), the following shall not constitute a Change of Control: (a) any acquisition directly from Mattel, (b) any acquisition by Mattel or any corporation controlled by Mattel, (c) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by Mattel or any corporation controlled by Mattel, (d) any acquisition by a Person of 20% of either the Outstanding Company Common Stock or the Outstanding Company Voting
Securities as a result of an acquisition of common stock of Mattel by Mattel or of Softkey Exchangeable Shares by Softkey which, by reducing the number of shares of common stock of Mattel or Softkey Exchangeable Shares outstanding, increases the
proportionate number of 

  

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shares beneficially owned by such Person to 20% or more of either the Outstanding Company Common Stock or the Outstanding Company Voting Securities;
provided, however, that if a Person shall become the beneficial owner of 20% or more of either the Outstanding Company Common Stock or the Outstanding Company Voting Securities by reason of a share acquisition by Mattel or by Softkey as described
above and shall, after such share acquisition by Mattel or Softkey, become the beneficial owner of any additional shares of common stock of Mattel, then such acquisition shall constitute a Change of Control or (e) any acquisition pursuant to a
transaction which complies with clauses (a), (b) and (c) of subsection (iii) of this Section 4(d); provided, further, however, that for purposes of this subsection (i), any Investing Person (as such term is defined in the Rights Agreement) shall be
deemed not to be a beneficial owner of any Investment Shares (as such term is defined in the Rights Agreement) and the holder of the Mattel Special Voting Preferred Share (as such term is defined in the Rights Agreement) shall be deemed not to be a
beneficial owner of such Mattel Special Voting Preferred Share; or 
  
 (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by Mattel’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as through such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 
  
 (iii) consummation by Mattel of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of
Mattel or the acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns Mattel or all or substantially all of Mattel’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately
prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (b) no Person (excluding any employee benefit plan (or related trust) of Mattel or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding share of common stock of the corporation resulting from such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the 

  

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corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or 
  
 (iv) approval by the shareholders of Mattel of a complete liquidation or dissolution of Mattel. 
  
 For the purposes of this Section 4(d), (a) “Rights Agreement” means the Rights Agreement, dated as of February 7, 1992, as amended by an
amendment dated as of May 13, 1999 and an amendment dated as of November 4, 1999 by and between Mattel and BankBoston N.A., a national banking association, formerly, The First National Bank of Boston, and not giving effect to any amendments
subsequent to November 4, 1999, (b) “Softkey” means Softkey Software Products Inc., an Ontario corporation, and (c) “Softkey Exchangeable Shares” means the Exchangeable Shares in the capital stock of Softkey. 
  
 (e) Notice of Termination. Any termination of the Executive’s
employment by Mattel for Cause or following a Change of Control or by the Executive for Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 15(b). Any termination by Mattel due to
Disability shall be given in accordance with Section 4(a). For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon; (ii) except
in the event of a termination following a Change of Control, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and (iii)
specifies the Date of Termination (defined below). 
  
 (f) Date
of Termination. “Date of Termination” means the date of actual receipt of the Notice of Termination or any later date specified therein (but not more than fifteen (15) days after the giving of the Notice of Termination), as the case
may be; provided that (i) if the Executive’s employment is terminated by Mattel for any reason other than Cause or Disability, the Date of Termination is the date on which Mattel notifies the Executive of such termination; (ii) if the
Executive’s employment is terminated due to Disability, the Date of Termination is the Disability Effective Date; and (iii) if the Executive’s employment is terminated due to the Executive’s death, the Date of Termination shall be the
date of death. 
  
 5. Obligations of Mattel upon
Termination. Other than as specifically set forth or referenced in this Agreement, the Executive shall not be entitled to any benefits on or after the Date of Termination. 
  
 (a) Death. If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement
shall terminate without further obligations by Mattel to the Executive’s legal representatives under this Agreement other than those obligations accrued hereunder or under the terms of the applicable Mattel plan or program which takes effect at
the date of the Executive’s death or as otherwise provided in Section 4(a) or this Section 5(a). As of 
  

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the Date of Termination, the Executive’s family shall be entitled to healthcare coverage and financial counseling benefits until the second anniversary
of the Date of Termination. 
  
 (b) Disability. If the
Executive’s employment is terminated by reason of the Executive’s Disability, the Executive shall be entitled to receive after the Disability Effective Date (i) disability benefits, if any, at least equal to those then provided by Mattel
to disabled executives and/or their families and (ii) until the earlier of the second anniversary of the Date of Termination or the date the Executive accepts other employment, those other benefits on the terms described in Section 5(d)(v).

  
 (c) Cause. If the Executive’s employment is
terminated for Cause or if the Executive terminates the Executive’s employment without Good Reason, Mattel shall pay the Executive the Executive’s full Base Salary through the Date of Termination at the rate in effect at the time Notice of
Termination is given, and Mattel shall have no further obligations to the Executive under this Agreement. 
  
 (d) Good Reason; Other Than for Cause or Disability. If Mattel terminates the Executive’s employment other than for Cause or Disability or the
Executive terminates the Executive’s employment for Good Reason (in each case, other than within 18 months following a Change of Control as provided in Section 5(e): 
  
 (i) Mattel shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of
the following amounts: 
  
 (A) if not theretofore paid, the
Executive’s Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination was given; 
  
 (B) a current year bonus (the “Bonus”) equal to the average of the two highest annual bonuses received by the Executive under the MIP, or any
successor plan, in the three years prior to the Date of Termination, including any years in which the Executive was paid no bonus, (the “Average Annual Bonus”) and prorated to reflect the total number of full months the Executive is
employed on an active and full time basis in the year in which termination occurs; 
  
 (C) two times the sum of (x) the Executive’s annual Base Salary at the rate in effect at the time the Notice of Termination is given and (y) the Bonus defined in Section 5(d)(i)(B), but without proration (and, in
each such case, without regard to any contributions by Mattel for the Executive’s benefit to any retirement or other investment plans). 
  
 (ii) Mattel shall pay the Executive a portion of any long-term incentive compensation that Executive would have received under the LTIP with respect to
any performance period which is pending as of the Executive’s Date of Termination as if the Executive had remained employed for the entire performance period, pro rated based on the 

  

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number of full months of Executive’s employment during the performance period over the total number of months in the performance period, which amount
shall be payable at the end of the period in accordance with the terms of the LTIP and shall be net of any interim payments previously made to the Executive. 
  
 (iii) Any options granted to the Executive under Mattel’s stock option plans, other than Mattel’s 1997 Premium Price Stock Option Plan or any
successor thereto (the “Stock Option Plans”), shall become immediately exercisable and the Executive shall have a period of 90 days following the Date of Termination (but in no event past the expiration of the term of the option grant) to
exercise all options granted under the Stock Option Plans then exercisable or which become exercisable pursuant to this clause (iii). 
  
 (iv) Mattel shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid
or incurred by the Executive which would have been payable under Section 3(e) if the Executive’s employment had not terminated. 
  
 (v) Until the earlier of (x) the second anniversary of the Date of Termination or (y) the date the Executive becomes gainfully employed in a
substantially similar employment position, Mattel shall provide to the Executive at Mattel’s expense: 
  
 (A) coverage under Mattel’s medical, dental, prescription drug and vision care group insurance as in effect from time to time on the same terms and
conditions as such insurance is available to active employees of Mattel (the last 18 months of the Executive’s coverage under such insurance shall be deemed to be participation under an election to continue such benefits under the Consolidated
Omnibus Budget Reconciliation Act at Mattel’s expense); 
  
 (B) financial counseling and tax preparation services through the vendor engaged and paid for by Mattel; 
  
 (C) automobile benefits; provided however, that if such automobile is leased by Mattel, such benefits shall expire upon expiration of such lease. Upon
expiration of the automobile benefits, at which time the Executive may purchase the car for either $100, if the automobile benefits terminate at the end of the lease term, or Mattel’s book value, if the automobile benefits terminate on either
the third anniversary of the Date of Termination or the date on which the Executive accepts other employment. As of the Date of Termination, all expenses related to such automobile, including but not limited to insurance, repairs, maintenance,
gasoline, and car phone and associated expenses, shall be the sole responsibility of the Executive; and 
  
 (D) membership in one city or country club and related expenses. Mattel shall cause the membership to be transferred to the Executive at no cost to the
Executive. 
  

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 (e) Change of Control. If, within 18 months following a Change of Control, the Executive
terminates the Executive’s employment for Good Reason or Mattel or the surviving entity terminates the Executive’s employment other than for Cause or Disability: 
  
 (i) Mattel shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of
the following amounts: 
  
 (A) if not theretofore paid, the
Executive’s Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination was given; 
  
 (B) a current year bonus (the “Bonus Amount”) equal to the average of the two highest annual bonuses received by the Executive under the MIP,
or any successor plan, in the three years prior to the Date of Termination, including any years in which the Executive was paid no bonus, and prorated to reflect the total number of full months the Executive is employed on an active and full time
basis in the year in which termination occurs; 
  
 (C) two times
the sum of (x) the Executive’s annual Base Salary at the rate in effect at the time the Notice of Termination is given and (y) the Bonus Amount defined in Section 5(e)(i)(B), but without proration (and, in each such case, without regard to any
contributions by Mattel for the Executive’s benefit to any retirement or other investment plans). 
  
 (D) an LTIP payment for the current year, assuming achievement of the three-year maximum award, without proration, and reduced, but not below zero, by
any amounts paid to the Executive under the LTIP for the current year as a result of a Change of Control, if the Change of Control occurs during the year in which termination occurs; 
  
 (ii) Any options granted to the Executive under Mattel’s stock option plans, other than Mattel’s 1997 Premium
Price Stock Option Plan or any successor thereto (the “Stock Option Plans”), shall become immediately exercisable and the Executive shall have a period of 90 days or such longer period of time as specified in the Stock Option Plans
following the Date of Termination (but in no event past the expiration of the term of the option grant) to exercise all options granted under the Stock Option Plans then exercisable or which become exercisable pursuant to this clause (ii).

  
 (iii) Mattel shall, promptly upon submission by the Executive
of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Section 3(e) if the Executive’s employment had not terminated. 
  
 (iv) Until the earlier of (x) the second anniversary of the Date of
Termination or (y) the date the Executive becomes gainfully employed in a substantially similar employment position, Mattel shall provide to the Executive at Mattel’s expense: 
  

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 (A) coverage under Mattel’s medical, dental, prescription drug and vision care group insurance as
in effect from time to time on the same terms and conditions as such insurance is available to active employees of Mattel (the last 18 months of the Executive’s coverage under such insurance shall be deemed to be participation under an election
to continue such benefits under the Consolidated Omnibus Budget Reconciliation Act at Mattel’s expense); 
  
 (B) outplacement services at the expense of Mattel commensurate with those provided to terminated executives of comparable level and made available
through and at the facilities of a reputable and experienced vendor; 
  
 (C) financial counseling and tax preparation services through the vendor engaged and paid for by Mattel; 
  
 (D) automobile benefits; provided however, that if such automobile is leased by Mattel, such benefits shall expire upon expiration of such lease. Upon
expiration of the automobile benefits, at which time the Executive may purchase the car for either $100, if the automobile benefits terminate at the end of the lease term, or Mattel’s book value, if the automobile benefits terminate on either
the third anniversary of the Date of Termination or the date on which the Executive accepts other employment. As of the Date of Termination, all expenses related to such automobile, including but not limited to insurance, repairs, maintenance,
gasoline, and car phone and associated expenses, shall be the sole responsibility of the Executive; and 
  
 (E) membership in one city or country club and related expenses. Mattel shall cause the membership to be transferred to the Executive at no cost to the
Executive. 
  
 (v) If the Executive is a participant in the
Mattel Supplemental Executive Retirement Plan, the Mattel Deferred Compensation Plan or the Mattel Retiree Medical Plan, the Executive shall be given credit for two years of service (in addition to actual service) and for two years of attained age
to be added to the Executive’s actual age for purposes of computing any service and age-related benefits for which the Executive is eligible under such plans. 
  
 6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or
future participation in any benefit, bonus, incentive or other plan or program provided by Mattel and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any stock
option or other agreement with Mattel or any of its affiliated companies. Except as otherwise provided herein, amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of Mattel at or
subsequent to the Date of Termination shall be payable in accordance with such plan or program. 
  

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 7. No Set Off, Payment of Fees. Except as provided herein, Mattel’s obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which Mattel may have
against the Executive or others. Mattel agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by Mattel or others of
the validity or enforceability of, or liability under, any provision of this Agreement other than expenses relating to a claim by the Executive that the Executive terminated for Good Reason or that the termination for Cause was improper, in which
case such fees and expenses shall be paid only if the Executive prevails in whole or in part. In the event that the Executive shall in good faith give a Notice of Termination for Good Reason and it shall thereafter be determined that Good Reason did
not exist, the employment of the Executive shall, unless Mattel and the Executive shall otherwise mutually agree, be deemed to have terminated at the Date of Termination specified in such purported Notice of Termination by mutual consent of Mattel
and the Executive and thereupon, the Executive shall be entitled to receive only those payments and benefits which the Executive would have been entitled to receive at such date. 
  
 8. Arbitration of Disputes. 
  

(a) The parties agree that any disputes, controversies or claims which arise out of or relate to this Agreement, the Executive’s employment or the
termination of the Executive’s employment, including, but not limited to, any claim relating to the purported validity, interpretation, enforceability or breach of this Agreement, and/or any other claim or controversy arising out of the
relationship between the Executive and Mattel (or the nature of the relationship) or the continuation or termination of that relationship, including, but not limited to, claims that a termination was for Cause, or for Good Reason, claims for breach
of covenant, breach of an implied covenant of good faith and fair dealing, wrongful termination, breach of contract, or intentional infliction of emotional distress, defamation, breach of right of privacy, interference with advantageous or
contractual relations, fraud, conspiracy or other tort or property claims of any kind, which are not settled by agreement between the parties, shall be settled by expedited arbitration under the then applicable arbitration rules of JAMS/Endispute
(or any other mutually agreed arbitrator) before a board of three arbitrators, as selected thereunder. 
  
 One arbitrator shall be selected by the Executive, one by Mattel and the third by the two persons so selected, all in accordance with the then applicable
arbitration rules of JAMS/Endispute then in effect. In the event that the arbitrator selected by the Executive and the arbitrator selected by Mattel are unable to agree upon a third arbitrator, then the third arbitrator shall be selected from a list
of seven (each of whom shall be a member of the “Independent List” of retired judges with experience in resolving employment disputes) provided by the Los Angeles office of JAMS/Endispute with the parties striking names in order and the
party striking first to be determined by the flip of a coin. The arbitration shall be held in a location mutually 

  

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agreed upon by the parties. In the absence of agreement, the arbitration shall be held in Los Angeles, California. 
  
 (b) In consideration of the parties’ agreement to submit to arbitration
all disputes with regard to this Agreement and/or with regard to any alleged contract, or any other claim arising out of their conduct, the relationship existing hereunder or the continuation or termination of that relationship, and in further
consideration of the anticipated expedition and the minimizing of expense resulting from this arbitration remedy, the arbitration provisions of this Agreement shall provide the exclusive remedy, and each party expressly waives any right the
Executive or it may have to seek redress in any other forum. 
  
 (c) Any claim which either party has against the other party which could be submitted for resolution pursuant to this Section 8 must be presented in writing by the claiming party to the other within the period of the applicable statue of
limitations. 
  
 (d) Mattel will pay all costs and expenses of the
arbitration. 
  
 (e) Any decision and award or order of a majority
of the arbitrators shall be binding upon the parties hereto and judgment thereon may be entered in the Superior Court of the State of California or any other court having jurisdiction. 
  
 (f) Each of the above terms and conditions of this Section 8 shall have separate validity and the invalidity of any part
thereof shall not affect the remaining parts. 
  
 (g) Any decision
and award or order of a majority of the arbitrators shall be final and binding between the parties as to all claims which were raised in connection with the dispute to the full extent permitted by law. In all other cases, the parties agree that a
decision of a majority of arbitrators shall be a condition precedent to the institution or maintenance of any legal, equitable, administrative, or other formal proceeding by Mattel or the Executive in connection with the dispute, and that the
decision and opinion of the board of arbitrators may be presented in any other forum on the merits of the dispute. 
  
 9. General Release. The Executive acknowledges and agrees that this Agreement includes the entire agreement and understanding between the parties
with regard to the Executive’s employment, the termination thereof during the Employment Period, and all amounts to which the Executive shall be entitled whether during the term of employment or upon termination thereof. The Executive also
acknowledges and agrees that the Executive’s right to receive severance pay and other benefits pursuant to subsections (b), (d) and (e) of Section 5 of this Agreement is contingent upon the Executive’s compliance with the covenants set
forth in Section 10 of this Agreement and the Executive’s execution and acceptance of the terms and conditions of, and the effectiveness of the General Release of All Claims (the “Release”) attached hereto as Exhibit “A.” If
the Executive fails to comply with the covenants set forth in Section 10 or if the Executive fails to execute the Release within twenty-one (21) days of receipt of such Release, then the Executive shall not be entitled to any severance payments or
other 

  

 12 








 
benefits to which the Executive would otherwise be entitled under subsections (b), (d) and (e) of Section 5 of this Agreement. 
  
 10. The Executive’s Covenants. 
  
 (a) The Executive acknowledges that in the Executive’s capacity in
management, the Executive has had a great deal of exposure and access to a broad variety of commercially valuable proprietary information which is vital to the success of Mattel’s business including, by way of illustration, past, current and
future products and product concepts, marketing strategies, research and plans and information regarding employees. The Executive acknowledges that as a result of the Executive’s knowledge of the above information and in consideration for the
benefits offered by Mattel under this Agreement, the Executive hereby agrees to reaffirm and recognize the Executive’s continuing obligations with respect to the use and disclosure of confidential and proprietary information of Mattel pursuant
to the Mattel’s policies as set forth in Mattel’s form Executive Patent and Confidence Agreement, as revised from time to time, and by this reference made a part hereof. Pursuant thereto, the Executive acknowledges and agrees that Mattel
shall be entitled to injunctive relief to prevent a threatened misappropriation of one or more of the Mattel’s trade secrets or to halt an actual misappropriation of such trade secrets. The Executive shall hold in a fiduciary capacity for the
benefit of Mattel all secret or confidential information, knowledge or data relating to Mattel or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s
employment by Mattel or any of its affiliated companies and which shall not be public knowledge. After termination of the Executive’s employment with Mattel, the Executive shall not, without the prior written consent of Mattel, communicate or
divulge any such information, knowledge or data to anyone other than Mattel and those designated by it. The Executive further represents and agrees that, unless otherwise required by law, the Executive will keep the terms, amount and fact of this
Agreement completely confidential, and that the Executive will not hereafter disclose any information concerning this Agreement to anyone other than Executive’s immediate family and professional representatives who will be informed of and bound
by this confidentiality clause. 
  
 (b) If the termination of the
Executive’s employment occurs prior to a Change of Control, the Executive agrees that eligibility for severance payments and other benefits under this Agreement are contingent upon the Executive’s agreement and compliance with
Mattel’s requirement that the Executive does not accept employment nor an engagement as a consultant with a competitor whereupon such position is comparable to the position the Executive held with Mattel and where the Executive can not
reasonably satisfy Mattel that the new employer is prepared to and/or does take adequate steps to preclude and to prevent inevitable disclosure of trade secrets, as prohibited under the Mattel’s policies with respect to the use and disclosure
of confidential and proprietary information, as set forth in Mattel’s form Executive Patent and Confidence Agreement, as revised from time to time, and by this reference made a part hereof. If the Executive accepts employment or a consulting
relationship with a competitor as described above, no further payments nor eligibility for benefits continuation will be available to the Executive as of the date the Executive commences such employment/consulting. It is a specific 

  

 13 








 
condition of this Agreement that so long as the Executive is receiving any payments or benefits under this Agreement with respect to a termination of the
Executive’s employment prior to a Change of Control, the Executive is obligated to immediately notify Mattel as to the specifics of the new position that the Executive is planing to commence as an employee or consultant for any company which is
a competitor of Mattel. 
  
 (c) The Executive agrees that so long
as the Executive is receiving any payments or benefits under this Agreement and for a period of 12 months thereafter, the Executive will not participate in recruiting any of Mattel’s employees or in the solicitation of Mattel’s employees,
and the Executive will not communicate to any other person or entity, about the nature, quality or quantity of work, or any special knowledge or personal characteristics of any person employed by Mattel. If the Executive should wish to discuss
possible employment with any then-current Mattel employee during the 12-month period set forth above, the Executive may request written permission to do so from the senior human resources officer of Mattel who may, in his/her discretion, grant a
written exception to the no solicitation agreement set forth above, provided, however, the Executive agrees that the Executive will not discuss any such employment possibility with such employees prior to securing Mattel’s permission. If Mattel
should decline to grant such permission, the Executive agrees that the Executive will not at any time, either during or after the non-solicitation period set forth above, advise the employee concerned that he/she was the subject of a request under
this paragraph or that Mattel refused to grant the Executive the right to discuss an employment possibility with him/her. 
  
 11. Successors. 
  
 (a) This Agreement is personal to the Executive and without the prior written consent of Mattel shall not be assignable by the Executive otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. 
  
 (b) This Agreement shall inure to the benefit of and be binding upon Mattel and its successors. Mattel shall require any successor to all or substantially
all of the business and/or assets of Mattel, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent as Mattel would be required to perform if no such succession had taken place. 
  
 12. Amendment; Waiver. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and may be
amended, modified or changed only by a written instrument executed by the Executive and Mattel. No provision of this Agreement may be waived except by a writing executed and delivered by the party sought to be charged. Any such written waiver will
be effective only with respect to the event or circumstance described therein and not with respect to any other event or circumstance, unless such waiver expressly provides to the contrary. 
  

 14 








 13. Certain Additional Payments by Mattel. 
  
 (a) Anything in this Agreement to the contrary notwithstanding and except as
set forth below, in the event it shall be determined that any Payment (as defined below) would be subject to the Excise Tax (as defined below), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in
an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 13(a), if it shall be determined
that the Executive is entitled to a Gross-Up Payment, but that the Parachute Value of Payments (as defined below) does not exceed 110% of the Safe Harbor Amount (as defined below), then no Gross-Up Payment shall be made to the Executive and the
Agreement Payments (as defined below), in the aggregate, shall be reduced to (but not below zero) such that the Parachute Value of all Payments equals the Safe Harbor Amount, determined in such a manner as to maximize the Value of all Payments (as
defined below) actually made to the Executive. 
  
 (b) Subject to
the provisions of Section 13(c), all determinations required to be made under this Section 13, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by PricewaterhouseCooper LLP or such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting
calculations both to Mattel and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by Mattel. All fees and expenses of the Accounting Firm shall be
borne solely by Mattel. Subject to Section 13(e) below, any Gross-Up Payment, as determined pursuant to this Section 13, shall be paid by Mattel to the Executive within five days of the receipt of the Accounting Firm’s determination. Any
determination by the Accounting Firm shall be binding upon Mattel and the Executive. As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Mattel should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the
event that Mattel exhausts its remedies pursuant to Section 13(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by Mattel to or for the benefit of the Executive. 
  
 (c) The Executive shall notify Mattel in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Mattel of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise Mattel of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the 30-day period following the date on which 

  

 15 








 
it gives such notice to Mattel (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Mattel notifies
the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: 
  
 (i) give Mattel any information reasonably requested by Mattel relating to such claim, 
  
 (ii) take such action in connection with contesting such claim as Mattel shall reasonably request in writing from time to
time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Mattel, 
  
 (iii) cooperate with Mattel in good faith in order effectively to contest such claim, and 
  
 (iv) permit Mattel to participate in any proceedings relating to such claim; 
  
 provided, however, that Mattel shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed
as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 13(c), Mattel shall control all proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Mattel shall determine;
provided, however, that if Mattel directs the Executive to pay such claim and sue for a refund, Mattel shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Mattel’s
control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority. 
  
 (d) If, after the
receipt by the Executive of an amount advanced by Mattel pursuant to Section 13(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to Mattel’s complying with the requirements of
Section 13(c)) promptly pay to Mattel the amount of such refund (together with any interest paid or 

  

 16 








 
credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by Mattel pursuant to Section 13(c), a
determination is made that the Executive shall not be entitled to any refund with respect to such claim and Mattel does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 
  
 (e) Notwithstanding any other provision of this Section 13, Mattel may
withhold and pay over to the Internal Revenue Service for the benefit of the Executive all or any portion of the Gross-Up Payment that it determines in good faith that it is or may be in the future required to withhold, and the Executive hereby
consents to such withholding. 
  
 (f) Definitions. The
following terms shall have the following meanings for purposes of this Section 13. 
  
 (i) An “Agreement Payment” shall mean a Payment paid or payable pursuant to this Agreement (disregarding this Section 13) and any payment relating to the Loan Agreement. 
  
 (ii) “Excise Tax” shall mean the excise tax imposed by Section
4999 of the Code, together with any interest or penalties imposed with respect to such excise tax. 
  
 (iii) The “Net After-Tax Amount” of a Payment shall mean the Value of a Payment net of all taxes imposed on the Executive with respect thereto
under Sections 1 and 4999 of the Code and applicable state and local law, determined by applying the highest marginal rates that are expected to apply to the Executive’s taxable income for the taxable year in which the Payment is made.

  
 (iv) “Parachute Value” of a Payment shall mean the
present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for
purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 
  
 (v) A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable
pursuant to this Agreement or otherwise. 
  
 (vi) The “Safe
Harbor Amount” means the maximum Parachute Value of all Payments that the Executive can receive without any Payments being subject to the Excise Tax. 
  
 (vii) “Value” of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section
280G of the Code, as 

  

 17 








 
determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code. 
  
 14. Miscellaneous. 
  
 (a) This Agreement shall be governed by and construed in accordance with the
laws of the State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. 
  
 (b) All notices and other communications hereunder shall be in writing; shall
be delivered by hand delivery to the other party or mailed by registered or certified mail, return receipt requested, postage prepaid; shall be deemed delivered upon actual receipt; and shall be addressed as follows: 
  
 If to Mattel: 
  
 MATTEL, INC. 
 333 Continental Blvd. 
 El Segundo, CA 90245 
  
 If to
Executive: 
  
 Mr. Thomas A. Debrowski

 MATTEL, INC. 
 333 Continental Blvd. 
 El Segundo, CA 90245 
  
 or to such other address as either party shall have furnished to the other in writing in
accordance herewith. 
  
 (c) Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. 
  
 (d) Mattel may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation. 
  
 (e) Mattel agrees to
reimburse the Executive for the reasonable attorneys’ fees and costs incurred by the Executive in connection with this Agreement and the Loan Agreement, in an aggregate amount not to exceed $10,000. 
  

 18 








 IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date first set
forth above. 
  
  

	

  

					
	EXECUTIVE:	 	 	 	 
	 	 	 THOMAS A. DEBROWSKI

	 	 	  
 /s/ Thomas A.
Debrowski


		
	 MATTEL:
	 	 MATTEL, INC.,

	 	 	 a Delaware corporation

			
	 	 	 By:
	 	 /s/ Alan Kaye


	 	 	 Its:
	 	 SVP HR



  
 ATTEST: 
  

	
	  


	 Assistant Secretary