EXHIBIT 10.6
FORM OF PERFORMANCE-BASED AWARD LETTER
[Date]
[Name of Executive]
417 5th Avenue
New York, New York 10016
RE: Performance-Based Award for the [insert
Performance Period] under the 2005
Cash Incentive Plan
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[Dear Executive]
Pursuant to the 2005 Cash Incentive Compensation Plan (the "Plan"),
on
[insert date] the Compensation Committee of
the Board of Directors (the
"Committee") of Marvel Enterprises, Inc.
(the "Company") authorized granting you
the following performance-based
award(s):
Performance Award A: You are not eligible for any portion of
the
Performance Award unless [insert threshold
performance criteria] (the "Threshold
Performance Criterion") is met. If the
Threshold Performance Criterion is met,
you are eligible for an award of [$_____].
In addition, you will be entitled to
an additional award equal to [____], for
performance above the Threshold
Performance Criterion.
[additional awards to be expressed in the same manner]
1. Award Performance-Based Compensation. The Award(s) described
above
are intended to qualify as
"performance-based compensation" under Section
162(m). Accordingly, performance goals and
related terms of the Award(s) were
established during the first 90 days of the
performance period, and during the
first 25% of any performance period shorter
than one year. The Performance-Based
Award(s),
