IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
HARRY LEWIS, )
Plaintiff, ;
V. ; C.A. No. 14954
JOHN L. VOGELSTEIN, EDWARD H.
MALONE, WILLIAM D. ROLLNICK,
JOHN W. AMERMAN, JILL E. BARAD,
HAROLD BROWN, JAMES A.
ESKRIDGE, TULLY M. FRIEDMAN,
RONALD M. LOEB, EDWARD N. NEY,
CHRISTOPHER A. SINCLAIR, and
MATTEL, INC.,
Defendants.
STIPULATION OF SETTLEMENT
The parties to the above-captioned action, by and through their respective attorneys, have
entered into the following Stipulation of Settlement (the "Stipulation") subject to the approval of
Court of Chancery of the State of Delaware in and for New Castle County (the "Court"):
WHEREAS,
A. Nominal defendant Mattel, Inc. ("Mattel") is a Delaware corporation with its
headquarters in El Segundo, California
B. Defendants John L. Vogelstein, Edward H. Malone, William D. Rollnick, John W
Amerman, Jill E. Barad, Harold Brown, James A. E&ridge, Tully M. Friedman, Ronald M. Loeb,
Edward N. Ney and Christopher A. Sinclair (collectively, the "Individual Defendants") were
directors of Mattel in the Spring of 1996
C. By proxy statement dated March 23, 1996 (the "Proxy Statement"), Mattel
among other things, stockholder approval for the 1996 Stock Option Plan (the "Plan"). The Plan
RLFl-2198618.4
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
The parties to the above-captioned action, by and through their respective attorneys, have
entered into the following Stipulation of Settlement subject to the approval of the
headquarters in El Segundo, California
Edward N. Ney and Christopher A. Sinclair (collectively, the "Individual Defendants") were
directors of Mattel in the Spring of 1996
stockholder approval for the 1996 Stock Option Plan.
Plan authorized the Compensation/Options Committee of the Board of Directors
to grant incentive stock options, nonqualified stock options, stock appreciation rights and
Mattel common stock to key employees of Mattel.
nonqualified stock options to non-employee directors of Mattel.
The Plan provided that Annual Options had a term
E. The Annual Meeting of' Stockholders of Mattel was held on May 8,
F. On April 22, 1996, a derivative and class action complaint was
G. Plaintiff alleged in the Complaint for his class action claim that the Individual
In consideration for the full settlement,
of the Settled Claims, the Individual Defendants will:
successors in interest, predecessors, representatives, trustees, executors, administrators,
As soon as practicable alter the execution of the Stipulation, the parties hereto shall
for reasonable expenses not to exceed twenty thousand dollars.
not object to such an application by plaintiffs counsel, but Defendants retain the right to
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