These excerpts taken from the MAT 10-K filed Feb 26, 2009.
(a) Account. The record maintained by the Administrator to determine each Participants interest under this Plan. Such Account shall be divided into subaccounts (on a Plan Year basis or such other basis determined by the Administrator (including as
provided in Section 3(c)(i)) and shall be reflected as a book reserve entry in the Companys accounting records.
(b) Administrator. The Compensation Committee of the Board or any delegate thereof.
(c) Beneficiary. The person or persons (natural or otherwise) last designated in writing by a Participant in accordance with Section 4(a) to receive any undistributed benefits under this Plan in the event of the Participants death.
(d) Board. The Board of Directors of the Company.
(e) Change in Control. A change in control event described in Treas. Reg. §1.409A-3(i)(5).
(f) Code. Has the meaning ascribed to such term in the Preamble. Any reference to any section of the Code shall also be a reference to any successor provision and any Department of the Treasury regulation promulgated thereunder.
(g) Common Stock. The Companys common stock, par value $1.00 per share.
(h) Company. Has the meaning ascribed to such term in the Preamble. Any reference to the Company shall also be a reference to any successor corporation.
(i) Deferrals. The amount credited to the Participants Account under this Plan to reflect his or her interest in this Plan attributable to his or her elective deferrals made pursuant to Section 2(a).
(j) Director. Any member of the Board who is not an employee of the Company or of any of its subsidiaries.
(k) Effective Date. The Effective Date of this Plan shall be July 1, 1998.
(l) Enrollment Form. The form executed by the Company and the Participant which sets forth the Participants Deferral elections and other specifications of this Plan applicable to the Participant.
(m) Exchange Act. The Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder. Any references to any section of the Exchange Act shall also be a reference to any successor provision.
(n) Fair Market Value. The closing price of the Common Stock on the New York Stock Exchange at the close of normal trading hours for that day, or, if the New York Stock Exchange is closed on that day, the next preceding day on which the New York Stock Exchange was open.
(o) Hardship. A severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant, the Participants spouse, the Participants Beneficiary or the Participants dependent (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)), (ii) loss of the Participants property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The events that would constitute a Hardship will depend upon the facts and circumstances of each case, but, in any case, a Hardship Distribution may not be made to the extent that such Hardship does not satisfy the requirements of Treas. Reg. §1.409A-3(i)(3)(i).
(p) Hardship Distribution. A distribution due to Hardship made in accordance with Section 4(g).
(q) Interest Accrual Sub-Account. An interest-bearing investment fund to which Deferrals and earnings thereon were credited prior to the Restatement Effective Date. As of the Restatement Effective Date, the Interest Accrual Sub-Account shall be governed by Section 3(e) and Section 3(i).
(r) Investment Fund. One or more of the investment funds selected by the Administrator pursuant to Section 3(a) which shall be used to determine the return to be credited to each Participants Account. The Stock Equivalent Sub-Account and the Restricted Stock Unit Sub-Account shall be considered an Investment Fund for purposes of this Plan.
(s) Participant. A Director of the Company who completes an Enrollment Form and has not received a complete distribution of all amounts credited to his or her Account.
(t) Plan. The Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors, as it may hereafter be amended.
(u) Plan Year. The period with respect to which the records of this Plan are maintained which shall be the twelve consecutive month period ending December 31.
(v) Restatement Effective Date. Has the meaning ascribed to such term in the Preamble.
(w) Restricted Stock Unit Sub-Account. An investment fund subaccount that is established for each Participant electing to defer all of his or her RSU Award and that is credited with the hypothetical purchase of whole or fractional shares of Common Stock to reflect amounts credited to such subaccount. The Participant shall not have any rights as a stockholder of the Company with respect to the hypothetical shares of Common Stock credited to the Restricted Stock Unit Sub-Account. Cash dividends, if any, shall be credited to a Participants Restricted Stock Unit Sub-Account in accordance with Section 3(d)(i) and the number of hypothetical shares of Common Stock credited to Restricted Stock Unit Sub-Accounts shall be adjusted in accordance with Section 3(d)(ii).
Amounts credited to a Participants Restricted Stock Sub-Account shall be subject to the vesting provisions set forth in Section 3(h).
(x) RSU Award. A restricted stock unit award made to a Participant under the Mattel, Inc. 2005 Equity Compensation Plan, as it may be amended from time to time, or any successor plan or arrangement.
(y) Severance. A Participants separation from service within the meaning of Treas. Reg. §1.409A-1(h), whether voluntary or involuntary.
(z) Stock Equivalent Sub-Account. An investment fund subaccount that is credited with the hypothetical purchase of whole or fractional shares of Common Stock. The Participant shall not have any rights as a stockholder of the Company with respect to the hypothetical shares of Common Stock credited to the Stock Equivalent Sub-Account. Cash dividends, if any, shall be credited to a Participants Stock Equivalent Sub-Account in accordance with Section 3(d)(i) and the number of hypothetical shares of Common Stock credited to Stock Equivalent Sub-Accounts shall be adjusted in accordance with Section 3(d)(ii).
(aa) Valuation Date. The last business day of each month within the Plan Year and such other dates as may be determined by the Administrator for valuing Participant Accounts.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer.