Severance Payments and Benefits under the Severance Plan and Retirement Benefits under the SERP. Provided that, during the Transition Period, you continue to perform your job duties in good faith and within the expectations of the position, and you remain in good standing through the Termination Date, your Separation as of the Termination Date will constitute (i) a Covered Termination for purposes of the Severance Plan, (ii) an Involuntary Termination for purposes of the Mattel, Inc. 2005 Supplemental Executive Retirement Plan (the SERP), and (iii) an Involuntary Retirement for purposes of the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan. Accordingly, in connection with the Separation, you will be entitled to the severance payments and benefits set forth in Section 3(b) of the Severance Plan (the Severance Benefits) and the retirement benefits set forth in Section 5.2 of the SERP (the Retirement Benefits), provided that (i) if your employment is terminated for any reason other than a Covered Termination prior to the Termination Date (e.g., if you resign without good reason prior to the end of the Transition Period or if your employment is terminated by the Company for Cause (as defined in the Severance Plan)), you will not be eligible to receive the Severance Benefits under the Severance Plan; and (ii) if your employment is terminated by the Company for Cause (as defined in the SERP) prior to the Termination Date, you will not be eligible to receive the Retirement Benefits under the SERP. You acknowledge and agree that your right to receive the Severance Benefits is subject to all of the terms and conditions of the Severance Plan, the Participation Letter and the Mattel, Inc. Compensation Recovery Policy (the Compensation Recovery Policy), including the release requirement in the Participation Letter and your obligations under Section 7 of the Severance Plan, and your right to receive the Retirement Benefits under the SERP is subject to all of the terms and conditions of the SERP and the Compensation Recovery Policy, including the forfeiture and recapture provisions set forth in Section 5.6 of the SERP. You further acknowledge and agree that the Severance Plan, your Participation Letter, the SERP and the Compensation Recovery Policy remain in full effect and that this Letter Agreement shall not interfere with or restrict the right of the Company to discharge you for Cause (as defined in the Severance Plan and/or the SERP, as applicable). The Termination Date shall be the Date of Termination for purposes of the Severance Plan and the Determination Date for purposes of the SERP.
Cooperation. Following the Termination Date, you agree to cooperate fully with the Company and its subsidiaries and affiliates in the investigation, defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates which relate to events or occurrences that transpired while you were employed by the Company. Such cooperation shall include, but not be limited to, being available to meet and speak with officers or employees of the Company and/or its counsel at times and locations reasonably acceptable to you and the Company; executing accurate and truthful documents, appearing at the Companys request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, with reasonable advance notice; testifying truthfully; and taking such other actions as may reasonably be requested by of the Company and/or its counsel to effectuate the foregoing. In requesting such services, the Company will consider other commitments that you may have at the time of the request. The Company agrees to reimburse you for any reasonable, out-of-pocket travel, hotel and meal expenses incurred in connection with your obligation to cooperate with the Company for which you have obtained prior written approval from the Company, and the Company shall pay you $500.00 per hour for any services performed by you at the request of the Company pursuant to this paragraph.
Full Agreement. This Letter Agreement, the Severance Plan, the Participation Letter, the SERP, the Release (as defined in the Participation Letter), the Compensation Recovery Policy and the Employee Confidentiality and Inventions Agreement, dated on or about January 26, 2016, by and between you and the Company (collectively, the Agreements) constitute the full understanding of you and the Company with respect to the Separation. Without limiting the generality of the foregoing, you expressly acknowledge and agree that except as specifically set forth in the Agreements, you are not entitled to receive any severance pay or benefits from the Company and its affiliates.