Exhibit 10.2
Grant Agreement
for
Restricted Stock
Units
under the Mattel, Inc. 2005
Equity Compensation Plan
This is a Grant Agreement between
Mattel, Inc. (“Mattel”) and the individual (the
“Holder”) named in the Notice of Grant of Restricted
Stock Units (the “Notice”) attached hereto as the cover
page of this Grant Agreement.
Recitals
Mattel has adopted the 2005 Equity
Compensation Plan (the “Plan”) for the granting to
selected employees of awards based upon shares of Common Stock of
Mattel. In accordance with the terms of the Plan, the Compensation
Committee of the Board of Directors (the “Committee”)
has approved the execution of this Grant Agreement between Mattel
and the Holder. Capitalized terms used herein without definition
shall have the meanings assigned to such terms in the
Plan.
Restricted Stock
Units
|
1.
|
Grant . Mattel grants to the Holder the number of
restricted stock units based on shares of Common Stock set forth in
the Notice (the “Units”), subject to adjustment,
forfeiture and the other terms and conditions set forth below and
in any Addendum to this Grant Agreement (where applicable), as of
the effective date of the grant (the “Grant Date”)
specified in the Notice. Mattel and the Holder acknowledge that the
Units (a) are being granted hereunder in exchange for the
Holder’s agreement to provide services to Mattel after the
Grant Date, for which the Holder will otherwise not be fully
compensated, and which Mattel deems to have a value at least equal
to the aggregate par value of the shares, if any, that the Holder
may become entitled to receive under this Grant Agreement, and
(b) will, except as provided in Section 4 hereof, be
forfeited by the Holder if the Holder’s Severance occurs
before they vest, and are subject to cancellation if the Holder
engages in certain conduct detrimental to the Company, in each case
as more fully set forth in this Grant Agreement and the
Plan.
|
|
2.
|
Dividend Equivalent
Rights . The
Units are granted with Dividend Equivalent rights, as set forth in
this Section 2. As of the payment date for any cash dividend
or distribution with respect to the Common Stock with a record date
on or after the Grant Date and before all of the Units are settled
or forfeited as set forth below, the Holder shall receive a cash
payment with respect to the outstanding Units held by the Holder
that have not yet been settled or forfeited on such record date
(the “Then-Outstanding Units”), in an amount equal to
the cash dividend or distribution that would have been paid or
distributed to the Holder had the Then-Outstanding Units been
actual shares of Common Stock outstanding on the applicable record
date; provided, that the Committee shall determine whether a
payment shall be made with respect to a dividend or distribution
made in connection with an event described in Section 16 of
the Plan (whether or not an adjustment under Section 16 of the
Plan is made to the Units in connection with that event), and the
amount of any such payment; and the Committee shall determine
whether
|
1
|
|
a payment shall be made with
respect to a dividend or distribution with respect to the Common
Stock in the form of Common Stock or other property other than
cash, and the amount of any such payment.
|
|
3.
|
Normal
Vesting . One-half of the Units (rounded down to the
nearest whole number, if one-half of the Units is not a whole
number) shall vest on the second anniversary of the Grant Date, and
the remainder of the Units shall vest on the third anniversary of
the Grant Date, in each case unless the Holder’s Severance
has occurred before the applicable anniversary, and subject to
Section 5 below. In the event of a Change in Control prior to
the Holder’s Severance, all unvested Units shall vest in
full.
|
|
4.
|
Consequences of Severance
. The consequences of the Holder’s Severance
before the third anniversary of the Grant Date and before a Change
in Control shall be as follows:
|
|
|
(a)
|
in the case of
a Severance for Cause, the Units that have not yet vested shall be
forfeited as of the date of the Severance.
|
|
|
(b)
|
in the case of
a Severance as a result of the Holder’s death, Disability or
Involuntary Retirement (as defined below) at least six months after
the Grant Date, the Units that have not yet vested shall vest as of
the date of the Severance; and
|
|
|
(c)
|
in all other
cases, the Units that have not yet vested shall be forfeited as of
the date of the Severance.
|
For these purposes, the term
“Involuntary Retirement” means a Severance (as defined
in the Plan) that is classified by the Company in its human
resources database as an involuntary separation and that qualifies
as a Retirement (as defined in the Plan).
|
5.
|
Termination, Rescission and
Recapture . The
Holder specifically acknowledges that the Units and any Common
Stock or cash delivered in settlement thereof are subject to the
provisions of Section 18 of the Plan, entitled
“Termination, Rescission and Recapture,” which can
cause the forfeiture of the Units and/or the recapture of any
Common Stock and/or cash delivered in settlement thereof and/or the
proceeds of the sale of any such Common Stock. Except as provided
in the next sentence, as a condition of the vesting and settlement
of Units, the Holder will be required to certify that he or she is
in compliance with the terms and conditions of the Plan (including
the conditions set forth in Section 18 of the Plan) and, if a
Severance has occurred, to state the name and address of his or her
then-current employer or any entity for which the Holder performs
business services and his or her title, and shall identify any
organization or business in which the Holder owns a
greater-than-five-percent equity interest. Section 18 of the
Plan is inapplicable, and accordingly such certification shall not
be required, after a Severance of the Holder that occurs within the
18-month period after a Change in Control.
|
|
6.
|
Consequences of
Vesting . Upon
the vesting of a Unit, Mattel shall settle each Unit by delivering
to the Holder one share of Common Stock or a cash payment equal to
the Fair Market Value of a share of Common Sto
|
|
