EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “ Agreement ”), is made and entered into as of this 23 ^rd day of March, 2009 (the “ Effective Date ”), by and between Marvel Entertainment, Inc., a Delaware corporation (“ MEI ”) and Marvel Characters B.V., a company incorporated under the laws of The Netherlands (“ MCBV ”), on one hand (MEI and MCBV together, “ Employer ”), and Isaac Perlmutter (“ Executive ”) on the other.

WHEREAS, Employer and Executive intend for Executive to continue to be employed as Chief Executive Officer and Vice-Chairman of the Board of Directors of MEI and as a senior executive of MCBV, and Executive desires to continue such employment, subject to and on the terms and conditions set forth in this Agreement;

WHEREAS, from and after the Effective Date, this Agreement shall replace the existing employment agreement dated November 30, 2001, as amended;

WHEREAS, Employer considers the maintenance of a sound management team, including Executive, essential to protecting and enhancing its best interests and those of its stockholders;

WHEREAS, Employer recognizes that the possibility of a change in control of Employer may result in the departure or distraction of management to the detriment of Employer and its stockholders;

WHEREAS, Executive is a key employee of Employer and an integral member of its management team;

WHEREAS, Employer has determined that appropriate steps should be taken to encourage the attention and dedication of Executive to his assigned duties without the distraction arising from the possibility of a change in control of Employer; and

WHEREAS, both Employer and Executive have read and understood the terms and provisions set forth in this Agreement and have been afforded a reasonable opportunity to review this Agreement with their respective legal counsel.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements set forth in this Agreement and for other good, valuable and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.  Employment . Employer hereby agrees to employ Executive, and Executive hereby accepts such employment on the terms and conditions set forth herein.

(a)  Duties . The Employer hereby employs the Executive for the Term (as defined in Section 2), to render services to MEI as its Chief Executive Officer and Vice-Chairman of the Board of Directors and to render senior executive services to MCBV. The Executive shall report solely to the Board of Directors and Chairman of MEI and the Management Board of MCBV. The Executive shall have all of the powers and duties customarily associated with those positions and consistent with prior practice. The Executive shall be the most senior executive of the Employer and all of Employer’s other employees shall report directly or indirectly to him. The Executive’s duties shall be performed at the direction and under the supervision of the Board of Directors and Chairman of MEI and the Management Board of MCBV and may include additional or different duties assigned to the Executive thereby consistent with the foregoing and his positions described above.

(b)  Acceptance . The Executive hereby accepts such employment and agrees to render the services described above. During the Term, the Executive agrees to serve the Employer faithfully and to the best of the Executive’s ability, to devote the Executive’s entire business time, energy and skill to such employment (other than passive investments and service on corporate, civic or charitable boards or committees which do not interfere with the Executive’s duties and responsibilities as an employee of the Employer in accordance with this Agreement; provided, however, that any service on corporate boards or committees is approved by the Chairman) and to use the Executive’s professional efforts, skill and ability to promote the Employer’s interests. Notwithstanding the foregoing, the Executive may devote an insignificant amount of time to other business activities outside the scope of such employment if such business activities and devotion of such time are approved by the Chairman. The Executive shall be subject to the Employer’s policies, procedures and approval practices, as generally in effect from time to time for senior executives of Employer and which are not inconsistent with the terms of this Agreement. The Executive shall be based at MEI’s offices in New York City and MCBV’s offices in West Palm Beach, FL, or such other location as agreed upon by the Employer and the Executive, except for required travel on the Employer’s business. Any business travel shall be arranged in accordance with the travel policies and procedures established by the Employer.

2.  Term . The Executive’s employment under this Agreement shall begin on the Effective Date and shall continue through the date (the “ Expiration Date ”) that is four years after the Effective Date, unless earlier terminated pursuant to Section 4 or Section 9 hereof (the “ Term ”).

3.  Compensation and Benefits . In consideration for the services of Executive hereunder, Employer shall compensate Executive as follows:

(a)  Base Salary . As compensation for all services to be rendered pursuant to this Agreement, the Employer agrees to pay the Executive during the Term a base salary, payable bi-weekly in arrears, at the annual rate of $750,000, less such deductions or amounts to be withheld as required by applicable law and regulations and deductions authorized by the Executive in writing. The Executive’s base salary shall be reviewed no less frequently than annually by the Board of Directors in accordance with the policies and procedures that apply to other senior executives of the Employer in order to determine whether any change to the Executive’s base salary is warranted; provided, however, that under no circumstances will the Executive’s base salary be less than the amount stated in the preceding sentence. The Executive’s base salary as in effect from time to time is referred to in this Agreement as the “ Base Salary .”

(b)  Stock Options . The Executive shall also be entitled to participate in the stock option plan established by the Employer, pursuant to which the Executive shall receive options, granted on the date of this Agreement at the market price of the Employer’s common stock at the close of business on the date immediately preceding the date of this Agreement, to purchase an aggregate of 750,000 shares of the common stock, par value $.01 per share, of the Employer (the “ Common Stock ”), vesting with respect to one-third of the underlying shares on each of the first, second and third anniversaries of the grant date and expiring no later than the fourth anniversary of the grant date. The stock option agreement evidencing the grant of such options shall specify that all such options shall be accelerated and vest immediately upon a Third Party Change in Control (as defined below), upon the Executive’s death or Disability (as defined below), upon termination of employment by the Employer for other than Cause (as defined below), or upon termination by the Executive for Good Reason (as defined below). The stock option agreement shall also specify that upon cessation of the Executive’s employment as described in the preceding sentence, the Executive shall have not less than ninety (90) days to exercise or forfeit such fully vested stock options; provided, however, that the Executive shall have not less than one (1) year in the event such cessation is as a result of the Executive’s death or Disability (as defined below); but in no event shall the options remain exercisable beyond their expiration date. The Executive shall also be eligible for additional annual equity grants at the sole discretion of the Compensation Committee of MEI’s Board of Directors (the “ Compensation Committee ”).

(c)  Bonus . Executive shall be eligible, at the sole discretion of the Compensation Committee, to participate in Employer’s annual bonus, special bonus or long term incentive plan(s), as adopted or modified from time to time, on such terms and in such amounts as may be determined by the Compensation Committee and approved by the Board of Directors. Any such bonus shall be paid between January 1 ^st and March 15 ^th of the calendar year following the year to which the bonus relates.

(d)  Vacation . Executive shall be entitled to three (3) weeks of paid vacation per year, accrued in accordance with the Employer’s standard practices, to be taken at the reasonable and mutual convenience of Employer and Executive in accordance with Employer’s vacation policy.

(e)  Standard Benefits . During his employment, Executive shall be entitled to participate in Employer’s employee benefit plans and programs (including any group health plans, qualified pension plans or 401(k) plans) on the same terms applicable to similarly situated executive employees, in accordance with the terms of those plans and programs. The Employer shall have the right to terminate or change any such plan or program at any time.

(f)  Expenses . The Executive shall be entitled to receive prompt reimbursement for all reasonable and customary travel and business expenses incurred in connection with his employment, but he must incur and account for those expenses in accordance with the policies and procedures established by the Employer.

4. Termination . Executive’s employment hereunder shall terminate as follows:

(a)  Death or Disability . Upon the death of Executive during the term of his employment hereunder or, at the option of Employer, in the event of Executive’s Disability, upon thirty (30) days’ notice to Executive. Under this Agreement, termination for “ Disability ” means Executive is unable to perform Executive’s principal services hereunder by reason of any medically determinable physical or mental impairment (i) for a continuous period of not less than six (6) consecutive months, or (ii) for shorter periods aggregating six (6) months during any twelve (12) month period.

(b)  For Cause . For Cause, immediately upon written notice by Employer to Executive. A termination by Employer shall be for “ Cause ” if:

(i) The Executive willfully and intentionally fails or refuses to perform or observe any of his material duties, responsibilities or obligations set forth in this Agreement; provided, however, that the Employer shall not be deemed to have Cause pursuant to this clause (i) unless the Employer gives the Executive written notice that the specified conduct has occurred and making specific reference to this paragraph (b), the Executive is given an opportunity to appear before the Board of Directors to discuss the conduct alleged to constitute Cause and the Executive fails to cure the conduct within thirty (30) days after receipt of such notice; (ii) the Executive willfully and materially breaches any of his obligations under Section 7 hereof; (iii) the Executive willfully and intentionally commits an act involving fraud, theft, misappropriation of funds, embezzlement or material dishonesty affecting the Employer or the Executive engages in willful misconduct which has, or could reasonably be expected to have, a material adverse effect on the Employer; or (iv) the Executive is convicted of, or enters a plea of guilty or nolo contendre to, an offense which is a felony in the jurisdiction involved.

(c)  Without Cause . Without Cause upon written notice by Employer to Executive. A termination by Employer shall be “ without Cause ” if for any reason other than as specified in paragraph (b) above.

(d)  By Executive for Good Reason . “ Good Reason ” means the occurrence of any of the following events, without the prior written consent of Executive, provided Executive gives Employer written notice that the Good Reason event has occurred within ninety (90) days of its initial existence, Employer fails to cure such event within thirty (30) days of receipt of such notice, and Executive terminates employment within six (6) months of the initial existence of such event:

(i) assignment of the Executive to duties materially inconsistent with the Executive’s positions as described in Section 1 hereof, or any significant diminution in the Executive’s duties or responsibilities (including, by way of example, if the Executive were not the most senior executive of Employer (which, for purposes of this clause (i), means the ultimate parent company of any consolidated group that includes MEI or MCBV), if all of Employer’s other employees did not report directly or indirectly to him and if Executive did not report directly to Employer’s Board of Directors), other than in connection with the termination of the Executive’s employment for Cause or Disability or by the Executive other than for Good Reason; or

(ii) breach by the Employer of its obligations under Section 3 hereof or any other material breach of this Agreement by the Employer which is continuing.

5.  Severance Pay . Any post-termination benefits provided to the Executive under this Section 5 and/or Section 9 of this Agreement are conditioned on (1) the Executive (or his estate) providing the Employer, within 45 days of the termination, with an effective release of claims and an agreement concerning continuing obligations of confidentiality, non-disparagement etc. in the Employer’s then-standard form and (2) the Executive’s continued compliance with the provisions of that agreement. In the event that the Employer and the Executive are unable to agree in good faith on the form of the release and agreement, a form shall be used that is no less favorable to Executive than any of the three most recent such agreements entered into by the Employer with senior executives of the Employer (subject to any provisions added in good faith to address any intervening changes in laws or regulations).

(a)  Termination Upon Death or Disability . Executive shall not be entitled to any severance pay or other compensation upon termination of his employment hereunder due to death or Disability, except for the following, which shall be paid within ten (10) days of the date of termination, unless otherwise specified below:

(i) his Base Salary accrued but unpaid as of the date of termination;

(ii) unpaid expense reimbursements for expenses incurred in accordance with the terms hereof prior to termination;

(iii) all of Executive’s restricted stock and any options or other rights granted by Employer, including, without limitation, under MEI’s 2005 Stock Incentive Plan, shall vest and become exercisable in accordance with the terms thereof, and subject to the achievement of any applicable performance goals, upon such date of termination;

(iv) reimbursement (less the amount that the Executive would have paid for the same coverage had he remained employed) for continuation coverage, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or modified (“ COBRA ”) of all medical benefits (under Employer’s group health plan) for Executive and his dependents until the earlier of Executive becoming eligible for benefits under a new plan or expiration of the maximum period of time Executive or his dependents would be eligible for continuation coverage under COBRA, or similar provision of state law, following Executive’s death or Disability;

(v) compensation for accrued, unused vacation as of the date of termination;

(vi) any annual bonus awarded to Executive for the prior bonus period that is unpaid as of the date of termination; and

(vii) the annual bonus that Executive would have been entitled to receive for the bonus period in which the date of termination occurs, prorated for the number of days Executive was employed prior to the date of termination and payable on the date such annual bonus would otherwise be paid in accordance with this Agreement, but in no event later than March 15 of the next fiscal year.

(b)  Termination Without Cause or for Good Reason . In the event Executive’s employment hereunder is terminated pursuant to Sections 4(c) or 4(d), Employer shall pay Executive the amounts described immediately below as Executive’s sole remedy in connection with such termination, unless otherwise specified below and subject to Section 10(b) hereof.

(i) within ten (10) days of the termination, Executive’s Base Salary accrued but unpaid as of the date of termination;

(ii) within ten (10) days of the termination, unpaid expense reimbursements for expenses incurred in accordance with the terms hereof prior to termination;

(iii) within ten (10) days of the termination, any annual bonus awarded to and earned by Executive for the prior bonus period that is unpaid as of the date of termination;

(iv) within ten (10) days of the termination, compensation for accrued, unused vacation as of the date of termination;

(v) reimbursement (less the amount that the Executive would have paid for the same coverage had he remained employed) for continuation coverage, under COBRA, of all medical benefits (under Employer’s group health plan) for Executive and his dependants until the earlier of Executive becoming eligible for benefits under a new plan or expiration of the maximum period of time Executive and his dependents would be eligible for continuation coverage under COBRA, or similar provision of state law, following Executive’s date of termination;

(vi) payment, in bi-weekly installments for periods through the third anniversary of the Executive’s date of termination, at an annual rate equal to the sum of (A) Executive’s Base Salary as in effect immediately preceding the date of termination and (B) an amount equal to the average value of the two (2) most recent annual incentive bonuses awarded to the Executive prior to the date of termination, using the actual amount issued or paid (as opposed to any target amount of the award) and using Black-Scholes pricing as of the date of issuance, in the case of stock options; and

(vii) the annual bonus that Executive would have been entitled, based on actual performance but without any exercise by the Compensation Committee of downward discretion, to receive for the bonus period in which the date of termination occurs, prorated for the number of days Executive was employed prior to the date of termination and payable on the date such annual bonus would otherwise be paid in accordance with this Agreement, but in no event later than March 15 of the next fiscal year.

In addition, all of Executive’s restricted stock, options and other rights granted by Employer, including, without limitation, pursuant to MEI’s 2005 Stock Incentive Plan, shall vest and become exercisable in accordance with the terms thereof, subject to the achievement of any applicable performance goals, as of the date of such termination. Further, if Executive resigns for Good Reason and the Good Reason event is a material reduction in Executive’s annual Base Salary, all references to Base Salary in this subsection (b) shall refer to Executive’s annual Base Salary immediately prior to such reduction. Any compensation that Executive may receive from a third party during the period in which the payments described in this subsection (b) are to be made shall not have the effect of reducing payments due Executive hereunder.

(c)  Termination For Cause or Resignation in Breach of this Agreement . In the event Executive’s employment hereunder is terminated pursuant to Section 4(b) or by Executive in breach of this Agreement, Executive shall not be entitled to any severance pay or other compensation upon termination of his employment hereunder, except for the following:

(i) his Base Salary accrued but unpaid as of the date of termination;

(ii) unpaid expense reimbursements for expenses incurred in accordance with the terms hereof prior to termination; and

(iii) compensation for accrued, unused vacation as of the date of termination.

In the event Executive’s employment is terminated for Cause or he resigns in breach of this Agreement, all of Executive’s unvested restricted stock, unexercised stock options and other equity rights granted by Employer will terminate on the date of such termination. This Section 5(c) shall not limit the rights and remedies available to Employer under law or in equity in connection with a termination for Cause or a resignation in breach of this Agreement.

6. Inventions; Assignment .

(a) (i) Inventions . As used herein, “ Inventions ” shall mean all rights to discoveries, inventions, improvements, designs and innovations (including all data and records pertaining thereto) that constitute an integral part of the business of Employer at the time of the Invention, whether or not patentable, copyrightable or reduced to writing, that Executive may discover, invent or originate during the term of his employment hereunder, and for a period of one year thereafter, either alone or with others and whether or not during working hours or by the use of the facilities of Employer; all of which shall be the exclusive property of Employer. Inventions within the meaning of this paragraph shall not include discoveries, inventions, improvements, designs and innovations by the Executive that (i) do not constitute an integral part of the business of Employer at the time of development thereof and (ii) are developed without use of Employer’s facilities, employees or assets. Such items shall be the exclusive property of Executive. Executive shall promptly disclose all Inventions to Employer, shall execute at the request of Employer any assignments or other documents Employer may deem necessary to p